School Acquisition

Is authorization lost upon sale?

Not automatically. Authorization belongs to the legal entity. If you buy shares (the LLC), authorization remains. If you buy assets (building), the new owner must re-apply.

What is Due Diligence?

It's a legal, financial, and technical check of the school before purchase to uncover hidden risks (e.g., debts, lawsuits).

Can I fire teachers after buying?

The Labor Code protects employees. Ownership change is not a direct ground for dismissal. Even in reorganization, strict procedures must be followed.

Cost of transfer?

Registry fees are low (few hundred GEL), but legal and audit costs depend on the transaction's complexity.

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School Acquisition is a complex and multi-layered legal transaction that goes beyond ordinary business purchase. The education sector in Georgia is strictly regulated, so buying a school as a business requires not only financial and corporate but also regulatory due diligence. The buyer must understand they are acquiring not just a building and inventory, but also licenses, authorization, student body, and contracts with teaching staff. A poorly planned transaction can lead to the revocation of authorization, effectively destroying the investment. Legal.ge offers access to lawyers specializing in educational institution M&A (Mergers and Acquisitions) who ensure the smooth execution of the process.

What Does School Acquisition Service Cover?

The service covers the entire transaction cycle — from idea to handover. It includes:

  • Legal Due Diligence: Checking authorization status, employment contracts, litigation, and real estate.
  • Transaction Structuring: Choosing between a Share Deal or Asset Deal model considering tax and legal risks.
  • Sales and Purchase Agreement (SPA): Drafting a detailed contract including warranties on maintaining authorization.
  • Authorization Continuity: Communicating with the National Center for Educational Quality Enhancement to register the ownership change without disrupting the educational process.
  • Staff Transfer: Signing new contracts with teachers or transferring existing ones in compliance with the Labor Code.

Real-World Scenarios Where You Need This Service

For example, an investor wants to buy a private school authorized for 6 years. During due diligence, it is revealed that the school violates sanitary norms, putting authorization at risk. The lawyer will insert a clause requiring the seller to fix defects before closing, or the price will be reduced. Another example: a school is for sale, but the building is leased. The lawyer ensures the lease is long-term and automatically transfers to the new owner so the school isn't left homeless.

Georgian Legal Framework

School acquisition is regulated by the "Law on Entrepreneurs" (share transfer) and the "Law on General Education" (authorization). It is critical that the change of ownership does not lead to a violation of authorization standards. Ministry of Education regulations require the school's material-technical base and human resources to constantly meet established standards.

The Process Step-by-Step

1. LoI: Signing a Letter of Intent and NDA. 2. Due Diligence: Full check of school documentation. 3. SPA: Signing the Sales and Purchase Agreement. 4. Registration: Reflecting changes in the Public Registry. 5. Notification: Informing the Ministry of Education and parents.

Why Choose a Specialist on Legal.ge?

Buying a school is not a simple commercial deal. A mistake here means not just losing money but disrupting the education of hundreds of children. On Legal.ge, you will find lawyers who understand the specifics of the education business.

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