---
title: "Merger Structuring"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/merger-structuring-en"
field: "Corporate & Commercial Law"
description: "Merger structuring in Georgia: absorption, combination, division — decision rules, plan, registration and creditor protection. Legal.ge."
reviewed: "2026-06-27"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Merger Structuring

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/merger-structuring-en

## The Legal Framework for Reorganizing an Entrepreneurial Company

Merger structuring in Georgia is one of the forms of reorganization of an entrepreneurial company. The law distinguishes three forms of reorganization: transformation of a company; merger of companies — by absorption or by combination; and division of a company — by split up or by spin off. The decision on reorganization is subject to the notification rules established for liquidation, which means that publication and the informing of parties are an integral part of the process. The correctly chosen form determines the final picture of taxes, the transfer of liabilities, and the rights of partners.

The full text is available on legal.ge after signing in: https://legal.ge/en/service/corporate-and-commercial-law-en/merger-structuring-en

### What is the difference between absorption and combination?

In absorption, one or more companies join an acquiring company with full transfer of assets and liabilities; in combination, two or more companies unite into a new company to which the assets pass by force of law.

### Who answers for old liabilities after a division?

The newly founded or acquiring companies answer jointly and severally for the obligations of the divided company, limited to the net assets attributed to each by the division.

### What must the merger plan contain?

Identification of the participants, the exchange ratio, the amount of cash compensation, conditions of share issue, profit participation dates, rights of security holders, the list of benefits, and in a division an exhaustive description of the assets.

### Can reorganization cross different legal forms?

Yes, companies participating in a merger or division may have different legal forms, which matters for cross border structures as well.