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Open a bank account in Georgia remotely by power of attorney

Mariam

RegHub Georgia Specialist

Those who own a Georgian business can leave the banking formalities to a lawyer whom the company authorises by power of attorney (POA), so that none of them has to travel in person. The lawyer files the documents and executes the agreement with the bank. Through this arrangement the company may open a bank account in Georgia remotely, though the bank's compliance team still reviews the case in full. The team's analysts look closely at beneficial owners and directors, and at the company's counterparties too, which means that no account is ever opened automatically. Handing the representative role to an intermediary spares management considerable time. However, the arrangement demands careful preparation of the legal basis and corporate records, and the company must also show that its capital was lawfully earned.

This article examines the legal grounds for the arrangement and what a bank demands of the POA itself. It then traces the bank's checks in order and closes with a sequence of steps designed to help the business obtain its account remotely by power of attorney without incurring a refusal.

Whether founders need to attend at all

Georgian banks can open a company account even though none of the founders comes to the branch. The larger banks in the country, including Bank of Georgia, receive files through digital channels. As a result, applicants complete some onboarding steps at a distance. Only a company that fully meets the compliance department's requirements can use this option. A fully remote opening becomes possible once the bank's legal department has approved the corporate structure in advance.

No universal rule applies. Each bank weighs the case on its particular facts, studying the country in which the capital originated alongside how ownership is structured, and it consents only when its risk review is complete.

Georgian legislation allows company directors to entrust legal acts to representatives. Acting as agent, the representative files the papers, deals with the compliance staff and executes the service agreement. The director is thereby spared a visit to the branch made only to request a business bank account in Georgia.

Representation through an authorised person has four parameters.

Entrusting the process to a lawyer saves management time and makes the company's dealings with the bank more efficient. A representative can open the account, however, only where the directors and beneficial owners stand ready to disclose their personal data in full and to undergo identification.

Legal basis for acting through a representative

Statute regulates how authority is granted and how the company interacts with registration authorities. The director's authority to bind the company derives from the Law of Georgia on Entrepreneurs, which vests representation in the management body, while the Civil Code of Georgia permits transactions through an agent whom the principal has authorised.

Among the director's managerial functions is the right to represent the company before state authorities and commercial organisations. Unless the charter expressly prohibits it, the director may issue a written power of attorney for banking transactions. A representative can then obtain a Georgian bank account only if the POA is drafted correctly and in keeping with the law.

The legal form chosen for the POA is critical in any dealings with banks. Civil law classifies powers of attorney by their legal force and purpose, and by the state formalities each one requires.

A general commercial power of attorney (prokura) confers broad authority to act on behalf of the business. Georgian law requires its holder to be entered in the Public Registry, and that entry entitles the person named to act as the company's general commercial representative towards third parties.

An ordinary bank power of attorney, by contrast, serves one defined task and lists the exact actions required in dealings with one named bank. It needs no entry in the Public Registry. Superfluous clauses make a refusal more likely, whereas a one-off document with a narrow mandate is sufficient.

With such a document, the company can request the opening of its account without additional registration costs, and the representative acquires no right to run the business generally.

What the bank expects of the power of attorney

The right to delegate belongs to the current director entered in the Public Registry, and an extract from the registry confirms the director's power of representation. A charter may require the founders' consent for major transactions, so lawyers study the company's internal minutes before they draft the POA.

Foreign entities grant authority through their authorised directors or managing directors. The signatory's powers must be verified against the register of the jurisdiction where the grantor is incorporated before the POA is drafted. Before a Georgian bank account is opened, the bank's lawyers will ask for the chain of documents proving that the director was entitled to confer authority on the representative.

A general formula such as "to represent the company's interests everywhere" will lead to a refusal, which is why lawyers spell out each legal act in full.

• Dealings with the bank. Lodging the application and completing the questionnaire, passing KYC for the company's account and transferring financial information.

• Signing. Execution of the account opening agreement and acceptance of the tariffs and terms of service.

• Account details. Receipt of the IBAN and orders for statements, certificates and notifications.

• Remote access. Arranging the banking service, collecting code-generating devices and signing acceptance receipts for the access keys.

• Additional acts. Payment of the bank's fee and the initial deposit, together with written explanations whenever further information is requested.

Listing each power precisely leaves the document open to only one reading. Where the company intends to hold a foreign-currency account, the document states that right expressly.

The Civil Code of Georgia sets no limit on the term for which authority may be conferred. If the document names no expiry date, the representative's authority lasts until formal revocation or performance of the mandate. Even so, banks require the date of execution, both to confirm that the document is current and to establish when the representative's rights arose.

The director may revoke the authority at any time by formal notice addressed both to the representative and to the bank branch. Authority lapses without any further act if the company is liquidated or the representative dies.

Notarial form and legalisation

The place of signing determines the form. When the principal signs inside Georgia, a single visit to a local notary is enough. The notary drafts the text in Georgian from the outset and records it in the unified notarial database, and the locally certified instrument is then accepted for opening a Georgian bank account without further legalisation.

In general, documents executed abroad must undergo international legalisation. States party to the Hague Apostille Convention certify the signature with an apostille, while documents from every other state require consular legalisation. The exception concerns the other states party to the multilateral 1993 Minsk Convention on legal assistance, which Georgia has also joined (Armenia, Kazakhstan and the Russian Federation among them). Georgia accepts their notarised documents without either formality. Once any required stamps are in place, lawyers commission a Georgian translation and have a notary certify the translator's signature. Banks decline simple written authorisations that no notary has certified.

The document file and what it must disclose

Assembling the full package is the principal stage before the representative approaches a branch. Lawyers gather an exhaustive set of corporate and personal materials that disclose how the business is organised and where its capital came from. When the package contains no errors, compliance can begin its review with no delay.

Banks request the following basic documents before they start their checks.

• Corporate documents. A recent Public Registry extract, the charter and the minutes appointing the director, together with a general or special power of attorney appointing the representative.

• Personal documents. Passports of the directors, beneficial owners and representative; proof of residential address, such as utility bills or bank statements issued within the last three months; information on tax residency.

• Evidence of activity. Current contracts with counterparties and invoices, an outline of how the company earns its revenue and the address of its website, plus statements from accounts held with other banks.

• Evidence of capital. The beneficial owners' tax returns and audit reports, and either dividend certificates or asset sale and purchase agreements.

Whenever the set is incomplete, the bank suspends work on the business bank account in Georgia. Lawyers arrange Georgian translations of the foreign participants' documents and have them notarised, and with a carefully prepared file the company stands a better chance of clearing compliance.

KYC and AML checks on the company and its owners

Bank compliance rests on strict legislation against money laundering. Two international standards underpin these procedures, KYC (Know Your Customer) and AML (Anti-Money Laundering). KYC obliges the bank to identify the company and its management, and likewise its beneficial owners and the representative. AML rules also require it to verify that the capital originates lawfully and to block suspicious transactions.

To obtain a Georgian bank account after the KYC review, a company has to demonstrate transparent business processes and money of lawful origin. The table maps each line of review to its subject matter and the evidence the bank requests.

From this analysis the bank builds an accurate risk profile, and any discrepancy in the information is grounds for rejecting the application. To clear the review, the company must therefore confirm its beneficial owner in advance and assemble a coherent financial record.

Five steps to a Georgian bank account by power of attorney

Lawyers and owners follow a strict sequence of five steps. When a stage is skipped or the paperwork is flawed, compliance officers extend their review.

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Account opening when the director cannot attend

A company whose director is not physically present can still obtain a Georgian bank account. Permission to proceed remotely is not, however, a promise of automatic approval. Each bank decides for itself which form of identification it will accept from a given company, relying on its internal risk policy and on statute.

Under dedicated remote service programmes, Bank of Georgia's among them, the director may file documents and complete initial compliance through digital channels. An applicant that dispenses with the visit must still satisfy every KYC standard. Where the business structure appears complex or high-risk, the compliance officer reserves the right to require the director to appear at a branch for the final signing.

Why banks refuse an account opened by power of attorney

Banks turn down applications for a Georgian bank account when they find legal defects in the package or when compliance officers have doubts. Holding the POA does not oblige the bank to approve the application, and even a company duly registered in Georgia cannot be certain of receiving account details.

The usual grounds for a refusal fall into two groups.

• Legal and formal errors. Incorrectly worded powers of the representative, a missing apostille, expired registry extracts or mistakes in the notarised translation.

• Compliance and AML risks. An opaque ownership chain or a beneficial owner whom compliance cannot identify; concealment of the company's actual activity; a source of capital left unconfirmed; participants who appear on sanctions lists.

Failure to show a clear link between the business and the Georgian economy is another frequent reason for a refusal. Bank lawyers ask for proof of a real presence in Georgia, ranging from an office lease to contracts with local counterparties. A non-resident who prepares the documents thoroughly can secure a corporate account without reputational or financial losses.

Timeframe for a business bank account in Georgia

No fixed timeframe applies to the procedure. Each bank sets the length of its review by reference to the company's structure and its founders' citizenship.

Several practical factors govern the overall timing.

• Speed of international legalisation. Assembling the corporate package, notarising the POA abroad, obtaining the apostille and arranging the notarised translation take 3 to 10 business days.

• Depth of the bank's checks. The compliance team's initial review of the questionnaire for a Georgian bank account lasts 2 to 7 business days; where a complex corporate structure involves foreign beneficial owners, the bank extends its review to 2 to 4 weeks.

• Speed of response. The financial analyst's additional queries call for documents to be supplied immediately, and any delay in providing explanations lengthens the overall process.

Agreeing the wording of the POA with the bank beforehand and preparing a detailed KYC file shorten the process considerably. With professional support, the legal formalities for a corporate account usually conclude within 10 to 15 business days of the documents reaching the bank.

Conclusion

For a Georgian company launching international operations, representation by power of attorney is an effective means of sparing management any personal visits. Through that route a company may open a bank account in Georgia remotely. The outcome rests on strict adherence to compliance requirements and on legally precise wording of the representative's powers, with the business fully transparent towards the bank. Specialist lawyers working from a complete set of documents, with proof that the funds are lawful, let the company request the account opening and pass every stage of identification with minimal risk of refusal.