Transaction Tax Planning under the Georgian Code
The decision between a share deal and an asset deal in Georgia is a calculation under the Tax Code: securities operations are exempt financial operations free of value added tax, asset supplies are taxable; statutory reorganization treats transfers as non-realization, and the exit's dividend layer is priced at the 5 percent source rate. The page is devoted to whole-deal planning and is distinct from the separate page on asset disposals. At the same time, foreign tax-free reorganization doctrines do not carry the Georgian calculation — argumentation proceeds from the Code's own norms.
Financial Operations and the Exemption
A financial instrument is any agreement creating a financial asset for one person and a financial liability for another — it includes equity shares, stocks, bonds and derivatives. The issue, acquisition, circulation and supply of these instruments are financial operations, and financial operations are exempt from value added tax without the right of credit. The equity exit thus remains outside the tax. As a counterweight, the code treats as supply also the actual transfer of goods under lease, leasing or a similar contract with a buyout condition, and transfers under a commission-remuneration contract — meaning that even integration transfers dressed as lease or commission fall into the tax net.
Asset Supply and the Tax Net
The supply of goods is the transfer of the right to dispose of material property, and each transferred asset is a separately taxable supply unless it fits the exhaustive list of exemptions — and it is from that closed list that the tax price of the asset route follows. In structuring this fork is the first calculation: what the seller supplies — goods or a financial instrument. On the asset route each asset is supplied separately, assignments are executed one by one and each transfer breeds its own tax consequence; on the share route a single operation absorbs the entire company — contracts, personnel and debts pass together, and the tax burden carries the mark of an exempt operation.