The Freedom to Transfer a Share and Its Limits
The sale of a startup in Georgia is determined, first of all, by the rules on the transfer of a share in a limited liability company. Under Article 141 of the Law of Georgia on Entrepreneurs, a partner may transfer — alienate or encumber — his share without the consent of the company and the partners. This is the basic rule that gives the seller maximum flexibility: the alienation of a startup share does not directly require the consent of the other partners.
Freedom has its boundary. Under the second part of the same article, a decision that limits, prohibits or makes the transfer of a share dependent on the consent of the partners or the company is adopted only with the consent of all the partners to whom the restriction or prohibition applies. A restriction written into the charter is thus lawful, but its introduction or amendment stands only with the unanimous consent of the respective partners. For the seller this means: before the transaction the charter must be examined and the lawfulness of each restriction assessed.