---
title: "International Investment Contracts"
url: "https://legal.ge/en/service/civil-law-en/international-investment-contracts-en"
field: "Civil Law"
description: "International investment contracts as joint activity in Georgia: form, management, solidary liability. Lawyers of Legal.ge."
reviewed: "2026-06-27"
updated: "2026-11-08"
publisher: "legal.ge"
---

# International Investment Contracts

> Source: legal.ge, https://legal.ge/en/service/civil-law-en/international-investment-contracts-en

## Investment Contracts — the Joint Activity Model

Structuring international investment projects in Georgia frequently relies on the joint activity (partnership) institute of the Civil Code. Under Article 930, by a joint activity contract, a number of persons undertake to act jointly to achieve common economic or other objectives by means defined in the contract, without creating a legal person. That last detail defines the model’s nature: the partners cooperate, but no new legal entity is born.

From an investment perspective this is a flexible form: a foreign investor and a Georgian partner build a common project — construction, production, a technology platform — while each retains its own legal form and the relationship is defined by the contract. Questions of international investment protection — investment treaties and arbitration — belong to a separate field of international law and require separate analysis.

## Form and Mandatory Content

Article 931 provides that a joint activity contract may be concluded in writing or orally. For an investment project the oral form is legally conceivable but practically worthless; the written contract must contain: the names and addresses of the participants; data on the type and purpose of the joint activity; the rights and obligations of the participants; the structure and functions of the management bodies; the procedure and conditions for distributing income and loss; the procedure for withdrawal from the contract; the duration of the activity; and the procedure for terminating the contract and distributing the remaining property.

This list is a reliable checklist for an investor: every item — from management to exit — is a potential point of dispute, and defining it in the contract is precisely the step that pre-empts the dispute. The distribution of remaining property deserves special attention: at the end of an investment project, that clause determines who keeps what.

## Management and Decision-Making

Article 934 governs the joint management of affairs: unless the contract provides otherwise, the participants jointly manage the affairs and represent the partnership in relations with third persons, and the consent of all participants is required for every transaction. The contract may provide that a majority of votes suffices — but the majority is determined by the total number of participants, not by the amount of contributions. This detail protects the smaller partner: its vote counts as much as the large investor’s.

Other management models are possible. The contract may entrust management to participants each of whom may act independently — in which case each may object to the conclusion of a transaction by another, and on objection the transaction is not concluded. Where management is entrusted to a single participant, in case of doubt that participant represents the partnership and the transactions it concludes are valid. A participant may be deprived of management authority by majority vote only where it grossly breaches its obligations, and every participant may at any time demand the necessary information from the management.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/civil-law-en/international-investment-contracts-en

### What is a joint activity contract?

Under Article 930, a number of persons undertake to act jointly to achieve common economic or other objectives by means defined in the contract, without creating a legal person.

### What must the written contract contain?

The participants’ names and addresses, the type and purpose of the activity, their rights and obligations, the management bodies, the distribution of income and loss, the withdrawal procedure, the duration, and the distribution of remaining property on termination.

### How are decisions taken in a partnership?

Unless the contract provides otherwise, the consent of all participants is required for every transaction. A majority rule is possible, but it counts participants, not the size of contributions.

### How do participants answer for debts?

Towards third persons, liability for debts of the joint activity is solidary; among themselves it follows their shares unless the contract provides otherwise.

### How is a change of currency resolved?

The debtor pays at the rate corresponding to the origin of the obligation; on a change of currency, conversion follows the rate of the day of the change.