Post-Merger Integration under Georgian Law
Post-merger integration is an international consulting label, but its Georgian legal content is concrete: the mechanisms of the Civil Code govern the transfer of obligations after closing, the migration of encumbered assets and the unwinding of redundant long-term contracts. This page carries the post-closing contractual-continuity layer and is distinct from sibling pages on pre-signing structuring and on debt-transfer details. At the same time, the merger procedure itself is governed by the Entrepreneurs Law, which the page only names — here the civil-law integration mechanics are central; integration has no separate Georgian statute.
Transferring Obligations
The first legal step of integration is moving debts: under a contract concluded with the holder of the claim, a debt may be assumed by a third person — by assumption of the debt; the third person then takes the place of the original debtor. For integration planning this has a second half: the original debtor has the right not to consent to this agreement and to pay the debt itself — assumption can fail against the creditor's resistance. And where the third person and the debtor agree on assumption, its validity depends on the consent of the holder of the claim. In the integration plan this means: the schedule of obligations standing in the acquired company's name and the creditors' consents are the first worksheet; and since the creditor's resistance voids the assumption, the integration timetable must place creditor agreements before closing.
The procedure of assumption is bound documentarily to three points: the contract between the debtor, the new debtor and the holder of the claim; the determination of the fate of the pledge securing the claims; and the consideration of the debtor’s possible refusal — the law leaves it the right to object to the assumption. This last point often diverges: the integration plan builds on the transfer of a debt only where each debtor’s position has been verified separately.
Migrating Encumbered Assets
In moving asset groups a pledge is not lost: on the disposal of a pledged object, ownership encumbered by the pledge passes to the acquirer, and the acquirer receives the asset with its burden. With a registered pledge, upon disposal of the object the pledgor and the acquirer are jointly charged with updating the entry in the public registry. For integration planning this means that moving pledged property into the acquiring group demands more than a transfer act: the object's documents, the registry update and agreements with third persons are decisive. The code names exceptions as well: in possession-based pledge the pledge terminates upon disposal if the pledgee transfers possession of the object to the acquirer; and in disposal within the ordinary entrepreneurial activity unencumbered ownership passes to the acquirer — unless acquirer and pledgor acted in bad faith. The integration context thus decides the pledge's fate through the concrete construction chosen.