Acquiring a school in Georgian law is first of all a property transaction — and its legal frame is written in the Civil Code's rules on sale. At the same time, the purchase of an education business carries one significant caveat: buying the assets does not mean acquiring the educational status — the authorization. This page explains how the sale contract operates in a school acquisition, what obligations the parties bear, how rights are transferred, and what must be considered on the status question.
The core of the sale contract
Under the Civil Code, by a sale contract the seller must transfer to the buyer ownership of property, the documents connected with it, and deliver the goods. The buyer must pay the seller the agreed price and accept the property purchased. In a school acquisition this norm defines the essence of the deal: buildings, equipment, inventory and documentation together form the property complex that passes under the contract. If the price is not directly indicated, the parties may agree on the means of determining it — though in practice a clear fixation of the price is always the better course.
The obligations of buyer and seller
Both sides of the norm operate: the seller's duty is the transfer of ownership together with the documents and the delivery of the goods; the buyer's — payment of the price and acceptance of the property. In the school context "documents" means a broad package: operational documentation, contracts, inventory descriptions — everything connected with the property. The correct allocation of the parties' obligations in the contract determines at which moment risk passes and who answers for which defect.
The sale of rights and defect-free transfer
A school acquisition often includes a package of rights — for example, claims arising from contracts. The Code regulates this case with a separate norm: the rules governing the sale of things apply correspondingly to the sale of a right or other property. Where a right is sold, the seller bears the burden of substantiating the authenticity of that right and the costs of its transfer. And where the right sold enables the possession of a thing, the seller must hand over to the buyer a thing that is materially and legally defect-free — meaning that transferring an asset burdened by third-party rights or disputed is a breach of the contract.
Sale of a thing multiple times
Transactional practice also knows the situation where one and the same thing is sold along a chain. Here too the Code gives a common rule: where a thing is sold several times, the right securing the obligation passes to each subsequent buyer, and the buyer may, within the limits of its rights, present claims to the corresponding seller in that chain of sales. In a school-acquisition chain this norm gives the buyer the flexibility, in case of a defect, to address not only the immediate supplier but also earlier sellers.
The assets — but not the authorization
The most important caveat in acquiring a school: the educational status does not follow the property. Authorization is tied to the legal person defined by education legislation, and purchasing the assets does not transfer that status — the buyer obtains its own authorization separately, under the established procedure. A different route is the acquisition of shares, regulated by the Law on Entrepreneurs, which does not change the legal person — in that case the status is retained, but the rules of acquisition are already different. The American education statutes — FERPA, Title IX and IDEA — do not extend to a Georgian transaction; falling into expectations drawn from them is a mistake, because only Georgian norms operate here. In school-acquisition practice these definitions work together: the object of sale is often not a single thing but a functioning educational business — premises, equipment, contracts and staff expectations — and the precision of the legal transfer decides the value of the deal.
Frequently asked questions
Below we answer the most common questions about acquiring a school.
What does the seller's obligation include?
The transfer of ownership of the property, the transfer of the documents connected with it, and the delivery of the goods; the buyer pays the price and accepts the property.
Can the price be determined later?
Yes — if the price is not directly indicated, the parties may agree on the means of determining it, though a clear fixation is the risk-free course.
What if the right sold enables possession of a thing?
The seller must transfer the thing materially and legally defect-free; substantiating the right's authenticity and the transfer costs also rest with the seller.
Does the authorization transfer with the assets?
No — the educational status is tied to the legal person and is not transferred by a sale of property; acquiring shares follows different rules.
How We Help on Legal.ge
The Legal.ge team assembles a school-acquisition transaction stage by stage: describing the property and documents, the terms of transferring rights, liability for defects, and separate planning of the authorization question. In a written consultation you receive a transaction structure that fits your acquisition precisely. Contact us through the Legal.ge website.