---
title: "Bond Issuance"
url: "https://legal.ge/en/service/banking-and-finance-law-en/bond-issuance-en"
field: "Banking & Finance Law"
description: "Bond issuance in Georgia: public offer from 100 persons, prospectus approval by the National Bank within 15 days. Legal.ge."
reviewed: "2026-07-09"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Bond Issuance

> Source: legal.ge, https://legal.ge/en/service/banking-and-finance-law-en/bond-issuance-en

## The Concept and Boundaries of a Public Offer

Issuing bonds in Georgia most often takes place in the public offer regime regulated by the Law of Georgia on Securities Market. A public offer of securities is a proposal to not fewer than 100 persons, or to a number of persons not specified in advance, for the direct or indirect sale of securities in the issuer's name (Article 3, part 1). A proposal concerning the securities of an unlisted enterprise, raised in the name of a person who is not the issuer, is also treated as a public offer — the regime follows the substance of the offer, not the identity of the offeror.

The law also draws the boundary on the other side: the offer and sale of securities only to experienced investors is not regarded as a public offer, which is the pole of private placement. The issuer must conclude a securities offering agreement with a brokerage company or a licensed financial institution for the placement, while a holder of the issuer's securities has the right to propose to the issuer that its securities be included in the public offer (Article 3, parts 2 and 3).

The full text is available on legal.ge after signing in: https://legal.ge/en/service/banking-and-finance-law-en/bond-issuance-en

### When is an offer public?

When the proposal in the issuer's name addresses at least 100 persons or an unspecified number; an offer to experienced investors only is not public.

### What is the approval timeline?

The National Bank reviews the application within 15 days; absent any information to the issuer, the prospectus is deemed approved.

### How fresh must the financials be?

Current financial information in the final prospectus may not be older than 18 months; audited statements cover the last 2 fiscal years.

### Who answers for prospectus defects?

The issuer, the authorized person and the board chairperson solidarily, plus the broker and the auditor for their parts; liability-limiting contracts are void.