Securities law compliance for issuers of public securities is defined by the Georgian Law on Securities Market. An accountable enterprise is an issuer of public securities founded in accordance with the Law of Georgia on Entrepreneurs. The National Bank of Georgia may release certain categories of issuers from individual reporting requirements — including where the costs of preparing a report, given the issuer's own capital and the number of holders of its securities, prove disproportionate to the public interest — and may equally establish different or additional corporate governance and reporting requirements. The reporting calendar is a mandatory diary for the issuer: each missed deadline is a separate defect assessed separately.
Annual reporting requirements
An issuer of public securities must prepare, submit to the National Bank of Georgia and publish an annual report. The annual report is drawn up for each financial year and contains the auditor-confirmed financial statements, the management report, and a declaration of the issuer's responsible persons that the reports are complete, correct and fair. It is prepared and audited as a public-interest entity under the Law on Accounting, Financial Reporting and Audit. Annual reporting is necessary from the first financial year in which the enterprise became an issuer, and the report must be submitted and published after the end of each financial year but no later than 15 May. Where the issuer's financial year differs from the financial year, the National Bank sets a different deadline, but no later than 4 months after the end of the financial year.
Semi-annual reports and availability
An issuer of public debt or public equity securities must also prepare, submit and publish a semi-annual report. It is drawn up for the first 6 months of the financial year, as of 30 June, and contains the semi-annual financial statements, the interim management report, and the declaration of the responsible persons. The semi-annual report is submitted and published by 30 August of the current year, and where the financial year differs — no later than 2 months after the end of the corresponding period. The issuer must ensure that the reports remain publicly available for at least 10 years. The report is signed by the authorised representatives and the chairperson of the supervisory board, who are responsible for the accuracy and completeness of the material information. The National Bank may at any time request additional information or require the correction of a report.
Publicity of significant acquisitions
A holder of voting public equity securities of an issuer whose share reaches, exceeds or falls below a threshold amount — 5 percent, 10 percent, 15 percent, 20 percent, 25 percent, 30 percent, 50 percent or 75 percent — must notify the National Bank of Georgia and the issuer; this obligation also rests on the former holder when the holding falls below a threshold. The issuer must make the received information public in the manner established by the bank. If a person fails to notify this fact, the National Bank may, depending on the seriousness of the violation, suspend for a certain period that person's right to exercise the voting rights attached to the securities held. The requirement does not apply to a holder who holds the securities solely for clearing or settlement purposes, and it does not extend to open and interval investment funds. Knowing the exact boundaries of the exception may remove the requirement entirely without changing the purpose of the holding.
Additional obligations of issuers
An issuer of public securities must ensure equal treatment of all holders of securities who find themselves in equal conditions. Under the procedure established by the National Bank, the issuer must create the conditions and ensure the availability of the information enabling holders to exercise their rights. Information about any change in the conditions of the securities or the rights attached to them must be made public immediately, in the established manner. Separate norms govern investment recommendations: a person distributing research or recommendations to the public must take reasonable measures to ensure objectivity and must disclose their own interests or any conflict of interest.
Frequently asked questions
By what deadline is the annual report submitted?
After the end of each financial year but no later than 15 May; where the financial year differs — no later than 4 months after its end.
When is a semi-annual report mandatory?
For an issuer of public debt or public equity securities; it is drawn up as of 30 June and must be submitted and published by 30 August.
At which thresholds does the notification obligation arise?
When the share reaches, exceeds or falls below 5, 10, 15, 20, 25, 30, 50 or 75 percent.
For how long must the reports remain available?
The issuer must ensure public availability of the reports for at least 10 years.
How We Help on Legal.ge
The Legal.ge team assists issuers in every area of compliance: we prepare annual and semi-annual reports, carry out notifications of significant acquisitions, and ensure that publication requirements are observed. Get qualified help with securities law on Legal.ge.