Share Transfer Procedures

Share transfer procedures in Georgia involve not only signing a purchase agreement but also its official registration in the Public Registry. This is the final but crucial stage in any M&A transaction. According to the "Law on Entrepreneurs," ownership rights to shares transfer to the buyer only from the moment of registration in the Public Registry, not at the moment of signing the contract. This process seems simple but contains many nuances: the need for spousal consent, adherence to pre-emptive rights, verification of signatures (notarized or at the registry), and checking tax obligations. For foreign investors, the process is complicated by the need for apostilled powers of attorney and translation of corporate documents. Specialists on Legal.ge ensure the share transfer procedures are conducted quickly and flawlessly to guarantee your ownership rights.

What Does Share Transfer Procedures Service Cover?

Our lawyers offer full technical and legal support during the registration process:

• Document Preparation: Drafting standard registration agreements, minutes of partners' meetings (if charter amendment is needed), and applications.
• Signature Organization: Planning visits to the Public Registry or Notary. For foreign clients — organizing remote signing via Power of Attorney.
• Pre-requisite Check: Confirming that other partners' pre-emptive rights have been respected and there are no liens or pledges on the shares.
• Spousal Consent: If the seller is an individual and the share was acquired during marriage, obtaining spousal consent is mandatory for the validity of the deal.
• Representation at Registry: Submitting documents, responding to deficiencies (suspensions), and obtaining the extract.

Real-World Scenarios When You Need This Service

Procedural assistance is essential when:

• Remote Transaction: The buyer or seller is abroad. Drafting the POA text, instructions for apostille, and registration in Georgia are required.
• Complex Corporate Structure: When the buyer is a foreign company, the registry requires its extract, charter, and confirmation of director authority with translation.
• Share Donation: Executing a donation instead of a sale between family members.
• Disputed Situations: When there is a risk that other partners might challenge the transfer. A lawyer ensures full procedural compliance.

Georgian Legal Framework and Regulations

Share transfer is regulated by the Law on Entrepreneurs and the Law on Public Registry. The law requires that a share disposal transaction be certified in written form. The authenticity of the signature must be confirmed by a notary or an authorized person at the Public Registry. Also important are the Civil Code (regarding co-ownership - spouses) and the company's Charter, which may impose additional restrictions on share alienation (e.g., partner meeting consent).

Service Process

The share transfer process on Legal.ge includes:

1. Status Check: Verifying if the share is free of encumbrances.
2. Document Preparation: Drafting the agreement and partner consents.
3. Signing: Parties sign (personally or via representative).
4. Registration: The change is reflected in the Registry of Entrepreneurs and Non-Entrepreneurial (Non-Commercial) Legal Entities.

Why Choose Legal.ge?

A bureaucratic error during share transfer can cost you dearly (e.g., invalidation of the deal). Lawyers on Legal.ge work with the Public Registry daily and know all technical requirements. We save your time and ensure that ownership rights are securely transferred to the new owner.