The Regulatory Frame for M&A Deals in Georgia
Mergers and acquisitions in Georgia fall within the scope of the Law on Competition whenever they create a concentration — a combination of economic agents or an acquisition of control that changes the structure of players on a market. This page brings together the rules any participant in an M&A transaction must know: what counts as a concentration and as dominance, when prior notification to the Competition and Consumer Protection Agency is mandatory, how the notification is examined, and what fines await violators. Every figure and deadline here traces directly to the text of the law.
It is important to separate the competition-law layer from the corporate mechanics: mergers and share transfers are governed by separate legislation, while competition law answers the question whether the planned deal restricts competition on the relevant market. That assessment determines whether the parties must file a notification with the Agency before closing.
The law defines an economic agent as a natural person, legal person, other association or organisation carrying out economic activity, regardless of residence or legal form. The relevant market is the sphere of circulation of goods, substitutable goods, or services in a defined territory, which may cover the whole territory of Georgia, a part of it, or Georgia together with the territory of another country. Control means the ability to exert direct or indirect decisive influence over an economic agent's decisions — for example, through holding shares conferring the right to appoint a majority of the governing body, owning all or a substantial part of operating assets, or holding decisive voting rights on transactions.
Dominance is a position allowing an economic agent to act independently of competitors, suppliers, customers and consumers and to exert substantial influence on the general conditions of circulation of goods on the market. Absent other evidence, an agent is not considered dominant if its market share does not exceed 40 percent. The law also sets rebuttable presumptions of collective dominance: no more than 3 agents with a combined share exceeding 50 percent, each holding at least 15 percent; or no more than 5 largest agents with a combined share exceeding 80 percent, each again holding at least 15 percent. When planning an M&A deal, these thresholds are an essential first screen.
Concentration Notification — Who, When and at What Cost
Where the individual or combined aggregate turnover of the parties to a planned concentration in Georgia in the preceding financial year exceeds the threshold amount, a notification must be submitted to the Agency in advance, in writing and in complete form. The threshold and the rules for submission and examination are set by a legal act of the Agency. The fee for examining a concentration notification is 5 000 GEL, paid into the Agency's budget.
The procedural deadlines are clearly distributed. Within 10 working days of receiving the notification, the Agency checks whether the planned concentration falls within the scope of the law and informs the notifying party. If it does, examination starts after submission of proof of payment of the fee, and the Agency must, within no more than 25 working days, adopt one of two decisions — compatibility of the concentration with the competitive environment, or extension of the examination period where there is reasonable doubt as to compatibility or the case needs additional study. Where the period is extended, the Agency must conclude within no more than 90 calendar days of the extension decision. Failure to adopt a decision within these periods is deemed an approval.
The Agency may request additional information and set a new deadline for its submission — this suspends the examination periods. During the proceedings the Agency publishes information about the ongoing administrative proceedings on its website and gives interested persons an opportunity to submit comments, while preserving the confidentiality of data about the parties to the concentration.