A concentration — a merger, an amalgamation or the acquisition of control — is regulated in Georgia by the Law on Competition, and the central element of that regulation is the duty of prior written notification to the agency. The message of this page is precise: the notification duty exists and depends on threshold amounts defined by law; the thresholds themselves are set by a legal act of the agency, so citing numerical limits is correct only where verified against that current act. Below we explain the substance of the duty, the exceptions, the review periods and the avenues of challenge.
The Substance of the Duty and Its Subject
Under Article 11, the agency must be notified in advance, in writing and completely, of a concentration whose participants’ individual or aggregate joint turnover in Georgia, by the preceding financial year, exceeds the established threshold. Article 11-1 uses a parallel formula based on the value of assets or annual turnover. Both thresholds are set by the Rule on the Submission and Examination of Notifications of Concentration, approved by the agency itself.
Who is obliged? Under Article 3, an economic agent is a person who, regardless of residency or legal form, carries out entrepreneurial activity. The Georgian revenues or assets of a foreign group therefore count in the calculation — residency alone creates no exception.
The Procedure and the Deadlines
The examination fee is fixed by statute at 5 000 lari. Within 10 working days of receiving the notification the agency checks whether the planned concentration falls within the law’s scope and informs the notifying party. Examination begins after the proof of payment is submitted, and the agency must, no later than 25 working days, adopt one of two decisions: compatibility with the competitive environment, or extension of the review period. Where extended, the examination concludes no later than 90 calendar days from that decision. Silence within the set periods counts as approval.
The review period under Article 11-1 differs: the agency examines the notification within one month, extendable by no more than two weeks given the complexity of the case, and silence again counts as approval. The agency may request additional information, which suspends the deadlines.
Sanctions and the Standstill Regime
The law watches the calendar strictly: implementing the concentration before the periods expire or a decision is adopted is prohibited, and remains prohibited where the decision is negative. A fine does not release the parties from the duty to notify: alongside the fine, the agency sets a new filing deadline of no less than 14 calendar days.
Where a prohibited concentration has been implemented, the agency applies to the court for restoration of the initial situation: the parties may be obliged to divest an enterprise, share, assets or securities, to carry out a reorganisation, or to terminate a specific contract, within a set period.
Exceptions — When No Notification Is Needed
Article 11-2 defines the cases where a transaction does not count as a concentration and no notification is due: mergers of agents with market power below the threshold amount; a concentration carried out within insolvency proceedings, except where control is acquired by a competitor; temporary acquisition of control to secure a loan; transactions between affiliated persons; and a financial institution acquiring shares within its ordinary activity for subsequent resale, provided the resale occurs within one calendar year.
Challenging Decisions
Article 33-2 describes the path of challenge: an economic agent or other interested person may apply directly to a court, the relevant authority or an official, seeking cessation of the violation and compensation for damage, and may appeal the agency’s decision in court. For the notifying party this means that a negative decision is not final.
Frequently Asked Questions
Below are the questions deal parties ask most often about merger control, answered from the norms of the Law on Competition.
Which threshold decides the notification?
The threshold amounts are set by a legal act of the agency — one formula by turnover, another by asset value or annual turnover. Verifying the current act is essential when planning a transaction.
How fast is the examination?
The scope check takes 10 working days; the main decision comes within 25 working days after proof of payment, or within 90 calendar days if extended; under the parallel track the review is one month, extendable by two weeks.
May the deal close before clearance?
No. Implementation before expiry of the periods or adoption of the decision is prohibited, and the agency seeks restoration of the initial situation through the court.
When is no notification needed?
In the cases of Article 11-2: below-threshold mergers, insolvency-driven concentrations, temporary control securing a loan, affiliated persons, and financial institutions’ resale-driven acquisitions.
How We Help on Legal.ge
The lawyers of Legal.ge guide merger filings through the full cycle: we verify the thresholds under the current rule, determine whether notification is due, prepare a complete submission, manage communication with the agency and defend your interests when decisions are challenged. Contact us — and your deal timetable will be planned without regulatory surprise.