Georgia LLC Founding Agreement under the Standard Statute (Limited Liability Company Registration)

PATCH 1.0.0 → 1.0.1

GOV-4259 (GOV-4257 review gate follow-up). The 1.0.0 record claimed this schema's 15 committed conformance fixtures included "a missing-required fixture for each of this schema's 10 statically-required fields" and totalled 12 mutation-control fixtures; the actual fields[] array has 13 fields with required: true (re-confirmed independently during the GOV-4257 review gate's own from-scratch docx re-extraction), and only 10 of those 13 had a missing-required fixture, omitting firmNameEnglish, partner1SharePercent, and authorizedPersonPhone. This patch adds the 3 missing mutation-missing-*-required.json fixtures (same pattern as the existing 10: each omits only its one target field from an otherwise- complete valid payload) and corrects the prose to 13 statically-required fields, 15 mutation-control fixtures, 18 total conformance fixtures. No field, validation, or structural change of any kind, so this ships as a PATCH per VERSIONING.md's immutability rule rather than editing the published 1.0.0 directory. Every other detail below is otherwise identical to 1.0.0's own record, with fixture counts and the conformance directory reference updated accordingly.

Candidate selection

GOV-4246 ("GovSchema Standard Research", 2026-07-21) scouted Georgia's National Agency of Public Registry (NAPR) Founding Agreement templates alongside Ethiopia's Business Formation and Passport candidates while deepening Ethiopia's Taxes vertical, found the NAPR LLC template a genuine, unauthenticated, real field-level candidate, but authored Ethiopia's TIN registration form instead that cycle and left Georgia as disclosed backlog (see this registry's own CATALOG.md "Known Gaps & Opportunities" section, entry 0c, "Georgia Business Formation"). This cycle (GOV-4255) picked it up and authored it. Georgia already had one published schema (ge/mfa/evisa-application, GOV-3321); this opens its Business Formation vertical, bringing it to 2 of 6.

Reaching the live source

Fetched https://napr.gov.ge/en/page/sample-documents/business-registration directly with a standard desktop Chrome User-Agent string:

• HTTP 200, Content-Type: text/html; charset=utf-8, 107,326 bytes.
• No login, CAPTCHA, or WAF gate blocks reaching or reading this page.

The page is a client-rendered document-library listing under /uploads/Business registration/21/. It links 19 distinct .docx templates, each carrying its own descriptive aria-label ("Download file: <label> - docx file") rather than a filename that names the template — the hash-named files themselves (e.g. 618e68ad75f32513541e3ae9768d9c870245ae7f.docx) give no clue to their content without reading the surrounding markup. Labels found (verbatim):

• NNLE – Founding Agreement (Initial Registration)
• NNLE – Founding Agreement / Statute – Corporately Organized (Amended Registration)
• NNLE – Founding Agreement / Statute – Membership-Based (Amended Registration)
• NNLE – Founding Agreement / Statute – Membership-Based (Initial Registration)
• NNLE – Founding Agreement – (Registration of Amendments)
• NNLE – Founding Agreement / Statute – Corporately Organized (Initial Registration)
• LLC – Founding Agreement under the Standard Statute ← this schema
• LLC – Founding Agreement under the Standard Statute (Without Capital)
• LLC – Founding Agreement with an Individual Statute
• Branch – Founding Agreement
• General Partnership – Founding Agreement under the Standard Statute
• General Partnership – Founding Agreement with an Individual Statute
• (plus further NNLE/other-entity variants not relevant here)

The entry chosen is the only LLC template with no "(Amended Registration)" or "(Registration of Amendments)" suffix — i.e. the base initial-registration variant, matching the CATALOG.md backlog entry's own description ("a downloadable 'Founding Agreement' .docx template for LLC registration").

Fetched the file itself directly:

• https://napr.gov.ge/uploads/Business%20registration/21/618e68ad75f32513541e3ae9768d9c870245ae7f.docx
• HTTP 200, 36,094 bytes, sha256 d08a2587699c707e191cdec45713e1e0e5f35133db6e9a3650a2e54a75cb74d3.
• Zip local-file-header magic 50 4b 03 04 confirmed at byte 0 — a genuine Office Open XML .docx, not the legacy OLE2 binary .doc format (magic d0 cf 11 e0 a1 b1 1a e1) that Ethiopia's own Investment Permit Application form (investethiopia.gov.et, a sibling candidate this same GOV-4246 cycle banked but did not author) turned out to use — confirmed by directly inspecting that file's own header bytes this cycle before choosing between the two. The OLE2 format has no straightforward zip/XML extraction path with this session's tooling (no antiword/catdoc/ python-docx/word-extractor package available), which was one factor favoring this Georgia candidate over the Ethiopia one this cycle.
• docProps/core.xml: dc:creator "Rusudani", cp:lastModifiedBy "Author", cp:revision "252" (a long-maintained template), dcterms:created 2021-12-14T08:52:00Z, dcterms:modified 2026-05-06T09:55:00Z — recent, confirming this is the current revision, not a stale archival copy.
• docProps/app.xml: Pages 3, Words 1155, Characters 6585.

Extraction method

No unzip, Python zipfile, or adm-zip-equivalent package was available in this session's environment. Wrote a small (~40-line) Node.js script that walks the zip's own End-Of-Central-Directory record and Central Directory entries directly, locates each entry's local-file-header data offset, and inflates it with zlib.inflateRawSync (the same registry-established zlib-based extraction technique previously used for gated PDF sources, applied here to a zip container instead) — no third-party dependency needed. Used this to pull word/document.xml, word/footnotes.xml, word/endnotes.xml, docProps/core.xml, and docProps/app.xml out of the .docx directly.

Two independent passes were run over word/document.xml:

1. A plain paragraph/run walk (<w:p>/<w:t> tokens in document order), producing a flattened, human-readable rendering of the whole document's text — used to read all prose fields, section headers, and asterisk ("mandatory") annotations.
2. A second, cell-aware walk (<w:tbl>/<w:tr>/<w:tc>/<w:p>/<w:t> tokens, tracking table/row/cell boundaries explicitly) — run specifically because the first pass alone flattens both partner tables' cells into ambiguous run-on text with no visible row/column boundaries. This second pass confirmed: exactly two tables, each with one header row (columns "Partner(s) " / "Amount of share " / "Share participation of partners in the issued capital *") and exactly three pre-numbered data rows (1, 2, 3) — no continuation note or "attach an additional page for more partners" instruction was found anywhere in the extracted text, unlike mn/gasr/state-registration-limited-liability-company's UB-03 form, which explicitly instructs attaching a same-format page for a sixth founder onward.

Also confirmed directly: this document contains no <w:sdt> content-control elements, no OOXML checkbox form fields, and no w:sym/Wingdings glyph runs anywhere. Every conditional on this form (capital fields marked "if applicable", the second partners table gated on "In case of placement of issued shares...") is prose-only — this is a plain print-and-fill template, with field requiredness derived entirely from the form's own stated convention ("* - Fields marked with a symbol are mandatory") and surrounding prose, the same read-the-cells approach this registry uses for other non-fillable sources.

word/footnotes.xml and word/endnotes.xml are both present in the package but contain no footnote/endnote text (empty <w:t> content), confirmed by direct extraction — no hidden caveats were dropped by not surfacing them.

The document contains no Georgian-script characters at all (checked directly against the Georgian Unicode block, U+10A0–U+10FF) — this particular template is a fully English-language administrative form, despite the page's own informational banner elsewhere on the site noting "the indicated information is accessible in the Georgian language" (which evidently refers to other templates on the same page, not this one).

Disclosed source-fidelity findings

1. No printed partner-count field. Neither partners table prints an explicit "number of partners" field the way mn/gasr's UB-03 form does (its own §5.1 "Number of founders"). Rather than inventing a non-printed count discriminator, partner1*/redistributionPartner1* are modelled required (a founding agreement always names at least one partner) and partner2*/partner3*/redistributionPartner2*/ redistributionPartner3* are modelled required: false with no requiredWhen gate — the same bare-optional convention lv/ur/sole-trader-registration-kr2 uses for its own unlabelled second signature block, rather than guessing an unstated trigger.
2. Combined "identification data" cell, not split columns. The "Partner(s) *" column is printed as a single table cell whose instructions read, verbatim, "For a natural person – name, surname, personal identification number, residential address; For a legal entity – firm name, identification code, legal address (hereinafter: identification data)". The template's own parenthetical names this combined concept "identification data", so each partner is modelled as one free-text partnerNIdentificationData field rather than split into separate name/ID/address sub-fields the way mn/gasr's UB-03 table (which prints those as genuinely separate columns) is modelled.
3. A second, distinct "issued shares" prompt pair. The template prints a second "Number of issued shares ... (if applicable)" / "Nominal value of issued shares (if applicable)" pair immediately after the "Authorized number of shares" / "Nominal value of authorized shares" fields and immediately before the redistribution table. Read as the post-placement issued-share count/value resulting from placing some of the authorized shares, and modelled as distinct fields (issuedSharesAfterPlacementCount, nominalValueOfIssuedShareAfterPlacementGel) from the initial-registration numberOfIssuedShares/nominalValueOfIssuedShareGel fields earlier in the document, since the template repeats the same two prompts in two structurally distinct places rather than referring back to the first pair.
4. Redistribution table is bare-optional, not synthetically gated. The redistribution table's own intro sentence — "In case of placement of issued shares, redistribution of partners' shares and percentage participation in the capital:" — is conditional prose with no printed checkbox. Modelled the same bare-optional way as the authorized/ post-placement share fields immediately preceding it (no synthetic boolean discriminator invented), consistent with finding 1's reasoning.
5. Governing-body name is unmarked; members are mandatory, bounded to three. "Governing Body ...." (the body's own name/title, e.g. Director, Directorate, Board of Directors) is printed with no asterisk and is modelled required: false, while the immediately following "* Member(s) of the governing body" is asterisked and modelled with governingBodyMember1 required and governingBodyMember2/ governingBodyMember3 optional — the template prints exactly three dotted blank lines for this item, no fourth.
6. Authorized-person block is two independently-asterisked items, not one. "Person authorized for management and representation" and the following "Email address and telephone number of the person authorized for management and representation" are each independently asterisked as their own mandatory items — modelled as three required fields (personAuthorizedForManagementAndRepresentationName, authorizedPersonEmail, authorizedPersonPhone) rather than one combined field. The printed "+ 995 5" phone-number prefix hint (Georgia's country code plus a mobile-operator leading digit) is documented in authorizedPersonPhone's description rather than encoded as a validation pattern, since the template itself specifies no full format.

This schema also excludes the template's own fixed "Charter" clause — a statement that the standard, Minister-of-Justice-approved statute applies (definitional to this specific template variant, distinguishing it from the sibling "Individual Statute" template) — since it is not applicant-supplied data.

Conformance

3 valid mock scenarios — a single-partner LLC with only the mandatory fields and no authorized-share/redistribution/optional-representative content (valid-single-partner-minimal.json); a three-partner LLC with authorized capital, a subsequent placement of issued shares, and a full three-row redistribution table (valid-three-partners-with-placement.json); and a two-partner LLC with a general commercial representative and a partner's-share manager both filled in (valid-with-optional-representatives.json) — plus 15 mutation-control fixtures (a missing-required fixture for each of this schema's 13 statically-required fields, an invalid-type fixture for numberOfIssuedShares given as a string instead of an integer, and an unknown top-level field) are committed under conformance/ge/napr/llc-founding-agreement-standard-statute/1.0.1/.

An ephemeral, from-scratch mock validator (deriving required rules directly from this schema's own fields[], not committed) ran all 18 fixtures: all 3 valid scenarios at 0 errors, all 15 mutation controls each raising exactly 1 error, and confirmed this document has no requiredWhen references at all (0 dangling references — every conditional field here is bare-optional per findings 1 and 4 above).

node tools/validate.mjs and node tools/validate-ajv.mjs both pass for the full registry, individually and as part of the full run.

Scope boundaries

This document models the applicant-facing data fields of NAPR's LLC Founding Agreement under the Standard Statute: the firm's Georgian- and English-language names, its registered legal address, authorized/issued share capital, up to three initial partners and their share participation, an optional later placement of authorized shares with the resulting redistribution (again up to three partners), the governing body's name and up to three members with their representative-authority scope, the person authorized for management and representation with their contact details, an optional general commercial representative/procurator and an optional partner's-share manager, and up to three signature blocks plus a single execution date. It excludes the template's own fixed "Charter" clause and does not fabricate a fourth partner/member/signatory slot beyond the three the template itself prints, since the source includes no continuation instruction for additional rows. Filing this agreement is a founder/ notary-or-authorized-representative action performed with NAPR (in person, by post, or via NAPR's own e-services); this schema does not file the agreement itself, and the live source is always authoritative. GovSchema is independent and is not affiliated with, endorsed by, or operated by Georgia or its National Agency of Public Registry.