The Free Disposition of a Share in an Entrepreneurial Society
The purchase and sale of shares rests on the general foundation of the Law of Georgia on Entrepreneurs. Under Article 30, a partner has the right to freely dispose of their own share in an entrepreneurial society unless restrictions are established by the legislation of Georgia, the statute, or an agreement of the partners of the society. At the same time, a prohibition on the transfer of a share in the form of an issued instrument is not admissible: the law states plainly that the prohibition of the transfer of such a security is impermissible, protecting its negotiability.
The law also regulates co-ownership of a share: where a share belongs to several persons in co-ownership, they are regarded as co-partners; the rights connected with the share may be exercised by one co-partner or a third person determined by them, and such persons are regarded as solidary creditors. Where the co-partners or heirs cannot agree by a majority of votes on the management of the share, the court, on the application of the society, a co-partner or an heir, appoints a manager of the share, who is vested with all rights connected with it. In enterprises with the participation of the state or of the Autonomous Republic of Abkhazia or Ajaria, the decision on the acquisition or redemption of shares is taken by the Government of Georgia.
The Transfer of a Share in a Limited Liability Company
Under Article 141, a partner of a limited liability company may transfer their share — alienate it or encumber it legally — without the consent of the company and of the partners. Restrictions are possible, but only on a strict condition: a decision that limits, prohibits, or makes the transfer of a partner's share dependent on consent is adopted only with the consent of all the partners to whom the restriction or prohibition applies.
The formal requirements matter no less: an agreement on the transfer of a share must be concluded in writing; the partner is obliged to notify the company of it immediately upon conclusion; and the transfer of the share enters into force from the moment the registering authority registers the share in the name of the new partner — with the norms on a good-faith acquirer of the legislation applying accordingly. A notable detail concerns liability: at the moment of alienation of the share, the transferring partner and the acquiring partner are solidarily liable to the company for the unperformed obligations connected with the alienated share, unless otherwise provided by the statute — the outgoing partner is therefore not released from unpaid obligations connected with the share simply by closing the deal.