Cryptolicense in Georgia: From Legislation to Practice

Starting from July 1, 2023, Order No. 94/04 "The rule for the Virtual Asset Service Provider’s (VASP’s) registration at the National Bank of Georgia, registration cancellation, and regulation" is in force in Georgia. Thus, currently all companies that want to engage in business activities with virtual assets must obtain a VASP license.

The National Bank of Georgia (NBG) is responsible for overseeing and regulating VASPs to ensure compliance with AML and CTF regulations.

Georgian legislation requires a VASP license from the National Bank of Georgia to engage in activities with virtual assets

Key Numbers about Cryptolicense in Georgia

2-4 months

average term of obtaining license

15%

corporate income tax (CIT) rate

~€1,700

registration fee for obtaining a license (GEL 5,000)

5%

dividend tax rate

no

requirement for a minimum share capital for LLC

no

value added tax (VAT)

Legal Opinion about Cryptolicense in Georgia

Ganna Voievodina

Manimama, CEO

"Obtaining a crypto license in Georgia is a good solution for your business. Georgia has become a favorable place for cryptocurrency business due to its well regulation, favorable tax policy and strategic geographical location. In case you are interested in obtaining a VASP license in Georgia, we at Manimama are ready to provide you with legal assistance in doing so".

Types of Activities with License

Exchange services: VASPs are authorized to do exchange (including via kiosks) between convertible virtual asset and fiat currencies (national or foreign), between one or more forms of virtual assets, between convertible virtual asset and financial instrument.

Management services: VASPs are enabled to manage a portfolio of convertible virtual assets (excluding collective portfolio management).

Administration services: VASPs can administer a convertible virtual asset trading platform.

ICO services: VASPs are authorized to conduct initial coin offering of convertible virtual asset and/or service related to initial coin offering.

Transfer of convertible virtual assets: VASPs are authorized to facilitate the secure transfer of convertible virtual assets from clients' wallets to designated third-party wallets, presenting an alternative to traditional fiat wire transfers.

Safekeeping and/or administration of convertible virtual assets or of the instrument enabling control over virtual assets: VASP license holders can securely store and manage virtual assets on behalf of individuals or entities, or provide services that enable persons to maintain control over their virtual asset.

Lending services: VASPs may provide lending of convertible virtual assets. But they are not allowed to lend virtual assets to physical persons.

Choose the Package of Services

Advanced

Set up of company ready to start cryptocurrency operational activity

€23,000

  • Company formation in Georgia
  • Individual AML/KYC policies
  • VASP license application
  • Opening C2B account for crypto activities
Order now

Basic

Creating the company and registration of VASP

€14,000

  • Company formation in Georgia
  • Standard AML/KYC policies
  • VASP license application
Order now

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Step by Step Description

Step 1. Initial setup

Collection of necessary documents:

  • Preferred company name
  • Power of attorney
  • Passport copies from all shareholders and directors
  • Utility bills from all shareholders and directors
  • CVs of shareholders and directors
  • Business plan
  • Source of funds confirmation
  • Duration: 5-10 working days

    Step 2. Company registration

    • Preparation of corporate documents
    • Registration of the company in the National Agency of Public Registry of the Ministry of Justice of Georgia
    • Set up of accounting services
    Duration: up to 14 working days

    Step 3. Obtaining of the VASP license

    • Collection/preparation of all accompanying documents for obtaining the license
    • Submission of the filled VASP registration form and the relevant documents to the NBG
    • State fee payment - GEL 5,000 (~ €1,747)
    Duration: 2-4 months

    The documents must be submitted in the form of originals or their notarized copies. Documents issued in a foreign country must also be apostille-certified and/or legalized (unless otherwise provided by law). In addition, a duly certified translation of the documentation into Georgian must be submitted

    Step 4. Opening C2B account for crypto activities (execute simultaneously with Step 3)

    • Review of the most suitable banks/EMIs, comparison of the bank's risk appetite with the client's risk appetite on the basis of previously prepared AML policies
    • Collection of required documents from the client to start the process (source of wealth, flow of funds, description of purpose of account opening, key partners, company website, utility bill, etc.)
    Duration: 4-6 weeks

    Understanding the Georgian Requirements

    The Order No. 94/04 specifies the registration requirements such as “Fit & Proper” criteria for administrators and for the direct/indirect significant share owners (incl. beneficial owners) of the entity, requirements of the head office, branches, self-service kiosks, software systems and requirements related to AML/CFT that should be met at the application stage, also other obligations that should be fulfilled after registration.

    The requirements of this Order apply to those persons who are required to register with the National Bank or who wish to carry out the activity of the VASP in the future.

    Order No. 94/04 gives a complete list of requirements for those who wish to become VASPs

    Requirements for VASP Autorization

    The VASP is characterized as a legal entity (LLC or JSC) that must meet AML requirements and place its head office in the territory of Georgia

    Georgia law requires that a VASP must meet the following requirements (not limited to):

    • it can only be a legal entity: limited liability company (no requirement for a minimum share capital) or joint-stock company (minimum capital shall be GEL 100,000 (~ €34,947), 25% of which shall be contributed by the respective shareholders immediately upon incorporation)
    • the legal entity that has only 1 shareholder/partner and who is also a director of this legal entity must have at least 2 directors
    • an administrator as well as holder/beneficial owner of a significant shareholding (more than 10%) of a VASP shall meet the relevant fit and proper criteria
    • one of the persons authorized to represent the VASP must be in the territory of Georgia for at least 14 calendar days during a calendar month
    • the VASP is obliged to place its head office in the territory of Georgia, from where its administrator(s) will carry out the actual management of the VASP's activities
    • it is obliged to implement the preventive measures specified in Article 10, paragraph 1 of Law of Georgia "On Facilitating Prevention of Money Laundering and Financing of Terrorism" in the case of concluding a one-time transaction related to the service of a convertible virtual asset - $1,000, €1,000 or GEL 3,000
    • it must implement a compliance control system before starting the activity and appointment of a person to oversee and ensure the effectiveness of the compliance control system
    • VASP is obliged to implement a software (electronic) system before starting the activity, which is proportional to the nature, volume, ML and TF risks associated with it and ensures the automatic detection of noteworthy/unusual transactions by processing the available information based on the DLT

    Taxation in Georgia

    The cryptocurrency company is obliged to pay corporate tax on profits, including those earned abroad. Thus, 15% is a tax rate on each transaction if they make a profit from it.

    Dividend tax rate is 5%.

    On January 1, 2017, Georgia adopted the "Estonian model" of taxation, the point of which is that only distributed profits are taxed. Within this system, if a company decides not to pay dividends, but to reinvest the profit received in the development of the company, it is not obliged to pay income tax.

    In case the company is interested in tax benefits, consider setting up the company in Georgia's free industrial zone (FIZs). The following are the main benefits:

    • exemption from property tax for registered companies in Georgia's FIZs
    • no VAT and import duties on goods imported into FIZs territory
    • no VAT on transactions between companies registered in FIZs
    • if the conditions stipulated by the Tax Code of Georgia are met, the company's profits may be excluded from income tax
    • there are no restrictions on repatriation of capital

    So, it is better to register the company in such FIZs as Tbilisi, Hualing Kutaisi or Poti to obtain privileges.

    Georgia has a favorable taxation system and offers conducting business in FIZs

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