---
title: "Startup M&A"
url: "https://legal.ge/en/service/corporate-and-commercial-law-en/startup-m-a-en"
field: "Corporate & Commercial Law"
description: "Startup sale under Articles 141 and 142 of the Entrepreneurs Law: share transfer, registration and buy-out. Legal.ge."
reviewed: "2026-07-09"
updated: "2026-10-15"
publisher: "legal.ge"
---

# Startup M&A

> Source: legal.ge, https://legal.ge/en/service/corporate-and-commercial-law-en/startup-m-a-en

## 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.

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

### Does a share sale require consent?

Under Article 141, a share may be transferred without the consent of the company and the partners, unless the charter contains a lawful restriction.

### When does the transfer take effect?

Upon registration — the share is registered in the name of the new partner; the agreement is written and notified to the company.

### Who answers for obligations connected with the alienated share?

For unfulfilled obligations the alienating and acquiring partners answer jointly and severally, unless the charter provides otherwise.

### How is a share bought out on reorganisation?

The opposing partner demands buy-out within 20 days of the meeting; the company pays a fair price within the established deadlines.