Georgia does not regulate green bonds through a dedicated statute: no separate green bond law exists in Georgian legislation, and the term "green bond" has no legal definition. A bond is a debt security, and debt securities fall squarely within the general regime of the Law of Georgia on the Securities Market, which regulates securities in an instrument-neutral manner. This page describes that regime — the issuance and disclosure obligations that bind an issuer placing bonds publicly in Georgia.

Legal framework and its limits

Relations connected with securities are governed by the Law of Georgia on the Securities Market, the Civil Code of Georgia and other legislative acts of Georgia. The law regulates public offering and circulation of securities and defines the rules and liability of stock exchanges, central depositories, registrars, brokerage companies and brokers. At the same time, the law does not set the rules for the issue and placement of government securities, while the disposal of state property is governed by the Law of Georgia on State Property.

It must be stated plainly: Georgian law contains no separate chapter or certification system for green bonds. The European Union's green bond standard and international market principles are foreign, non-Georgian instruments — they may serve only as voluntary comparative benchmarks and can never replace Georgian statutory requirements. Within this law, the National Bank of Georgia's sustainability-related guidance is not referenced as a source of binding norms.

What counts as a public offering of securities

A public offering of securities is a proposal to at least 100 persons, or to an unspecified number of persons, for the direct or indirect sale of securities in the issuer's name. A proposal made in the name of a non-accountable enterprise's securities by a person who is not the issuer is also treated as a public offering. Crucially, an offer and sale of securities exclusively to experienced (qualified) investors is not regarded as a public offering — an important carve-out for issuers targeting a narrow, professional investor base.

The issuer must conclude an offering agreement on the placement of securities with a brokerage company or a financial institution holding an appropriate licence. Public offerings by non-government issuers, including municipalities, follow the procedure established by the law.

The emission prospectus and its approval

A public offering may proceed only upon publication of an emission prospectus prepared and approved in compliance with the law and the rules established by the National Bank of Georgia. To obtain approval, the issuer submits to the National Bank an application and 3 copies of the preliminary prospectus signed by the chairperson of the supervisory board and the person authorised to represent the issuer.

The preliminary prospectus contains information about the issuer — its name, address, date of establishment, and the quantity and class of securities already placed; a description of the issuer's activity over the last 2 years together with the principal risks involved; and auditor-confirmed individual financial statements for the last 2 financial years. It also describes the securities to be issued: their class, approximate quantity, and the details of the subscription procedure.

For a debt security — and a bond is precisely that — the prospectus must set out the method of calculating interest if the security bears interest, information on its term and any permitted redemption conditions, and the intended use of the proceeds. It is in this last element that an issuer locates the statement of a green financing purpose, even though the law does not regulate "greenness" separately.

The National Bank reviews the application within 15 days: the prospectus may be approved, refused, or additional information may be requested. If no information is communicated to the issuer within 15 days, the prospectus is deemed approved. Current financial information indicated in the final prospectus must not be older than 18 months. After submission of the application, and no later than 10 days after approval of the preliminary prospectus, the issuer must submit 3 copies of the document setting out the offering terms.

Offering procedure and the publicity ban

Until the National Bank approves the emission prospectus, it may not be distributed, and neither the issuer nor a brokerage company or licensed financial institution acting in its name may propose the sale of the security or accept an agreement to purchase it. In practical terms, a bond marketing campaign can begin only after prospectus approval.

If a material circumstance changes during the public offering period — the quantity of securities, the closing date of the offer or another material fact — the issuer must submit an amendment to the application, publish a notice and cancel all sale contracts without any discount. Subscribers are entitled to reject the securities they subscribed to, and the issuer must refund the price within 10 days of the rejection. The National Bank may itself require these procedures if it learns that a material circumstance was misrepresented or omitted in the approved prospectus.

The emission report and periodic reporting

Within 1 month of the completion of the public offering, the issuer submits to the National Bank a report on the issue and placement of securities, stating the exact quantity and price of the securities offered and sold. The bank reviews the report within 14 calendar days and may demand clarification or amendments.

An issuer of public securities must prepare, submit to the National Bank and publish an annual report. An issuer of public debt securities — bonds included — must in addition submit and publish a half-year report. The annual report is due no later than 15 May; the half-year report no later than 30 August of the current year. Where the financial year differs from the economic year, different deadlines may be set, but not later than 4 months after the end of the relevant period for the annual report and 2 months for the half-year report. The reports must remain publicly accessible for at least 10 years.

The ban on fraud and market manipulation

The prohibitions on fraud and market manipulation extend to public securities, including securities whose public offering has been requested through a prospectus submitted to the National Bank. These rules apply to any transaction, order or relationship connected with such securities, whether or not executed on a stock exchange, and to conduct outside Georgia as well as within it.

For a bondholder trading on the secondary market, actions that artificially move the price or mislead investors fall under these prohibitions and attract liability. Treating these general rules as part of one's own obligations is the safest posture for any participant in the organized market.

A recommendation for issuers

If you plan to issue bonds to finance green projects, bear in mind that the statutory obligations — the prospectus, its approval, the emission report and periodic reporting — are identical for any debt security. Declaring "green" status is a matter of contractual commitments and voluntary adherence to international standards, not a separate chapter of Georgian law. We therefore recommend legal consultation on both tracks before launch: the mandatory legal requirements and the voluntary green frameworks.

Green Finance

Green Bond Compliance

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Green Finance

Green Bond Compliance

Related Categories