---
title: "Private Equity Placements"
url: "https://legal.ge/en/service/banking-and-finance-law-en/private-equity-placements-en"
field: "Banking & Finance Law"
description: "Professional legal services for Private Equity Placements in Georgia. Drafting investment agreements, SHA, and Due Diligence on Legal.ge."
reviewed: "2026-07-09"
updated: "2026-11-08"
publisher: "legal.ge"
---

# Private Equity Placements

> Source: legal.ge, https://legal.ge/en/service/banking-and-finance-law-en/private-equity-placements-en

Private Equity Placements are a key element of financial strategy for companies in Georgia seeking alternative growth sources without going public. This process involves the direct sale of company shares or interests to private investors, investment funds, or venture capitalists. The private equity market in Georgia is becoming increasingly attractive, especially in the technology, energy, and real estate sectors. Private placement allows a business to attract "smart capital," which implies not only finances but also the investor's experience, connections, and modern management standards. However, such transactions are characterized by high complexity and require detailed legal regulation to avoid conflicts between owners. The Legal.ge platform offers access to experienced lawyers specializing in private equity transactions and corporate law.

## What does the Private Equity Placements service cover?

Legal services related to private equity placements cover the full cycle of the transaction and ensure a balance of the parties' interests. The service includes: selecting the investment structure (direct investment, convertible loan, preferred shares); conducting legal Due Diligence for the issuing company; preparing the agreement on main terms (Term Sheet); drafting the share purchase agreement (SPA); preparing the Shareholders' Agreement (SHA) that regulates voting rights, dividends, and exit strategies; compliance with requirements of the Law on Securities Market (private placement exemptions); and registering corporate changes in the public registry. Lawyers also provide negotiation support, which is critical when agreeing on company valuation and control mechanisms.

## Common real-world scenarios

Private equity placement is often used at various stages of business development. The first scenario is "Seed stage" financing for startups where angel investors provide capital for idea realization. The second scenario concerns "growth capital" when an established company needs additional funds for expansion or entering new markets. The third scenario is "Management Buyout" (MBO) when the company's management, with the help of a private investor, buys the business from existing owners. It is also common for a family business to decide to bring in a professional investment fund to improve corporate governance. Each of these cases requires specific legal instruments, such as "Drag-along" and "Tag-along" rights, so that the investor and founder feel protected.

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

### What is the threshold?

100 recipients — or an unspecified circle; offers to experienced investors only are not public.

### Is a prospectus needed?

Only for public offers; selective placement stays outside that requirement.

### Who receives the report?

The National Bank, within 1 month of closing; reviewed in 14 calendar days.

### Who places the securities?

Under an offering contract with a brokerage or licensed financial institution.