What Acquiring Commercial Property Means Legally
Acquiring commercial property — the purchase of premises for a clinic, a dental practice or a consulting office — is a transaction regulated by the Georgian Civil Code, every element of which is defined by law. A contract by which one party undertakes to transfer title to immovable property to another, or to acquire it, requires written form — an oral agreement renders such a transaction unlawful. This is the first and foremost rule by which the law disciplines every participant of the immovable-property market.
The content of the sale contract is also prescribed: the seller is obliged to transfer to the buyer the right of ownership in the property, the documents connected with it, and to deliver the goods; the buyer is obliged to pay the agreed price and to accept the property purchased. If the price is not directly indicated in the contract, the parties may agree on the means of determining it — though in practice a precisely fixed price always serves the contract better.
Allocation of Costs — Who Pays What
The cost question is the most frequently disputed in immovable-property transactions, and the law sets a clear default: the seller of a land plot and other immovable property bears the costs of formalising the sale contract, of registration in the public registry and of submitting the documents necessary for it — unless otherwise provided in the contract by agreement of the parties. By default, therefore, the registration and formalisation costs lie on the seller, and changing this default must be expressly recorded in the contract.
For land plots one further rule exists: the seller must pay the costs incurred before the conclusion of the contract for the development of the plot and similar measures, regardless of the moment when the payment obligation arose. When buying a land plot for a clinic or a practice, this circumstance must be part of the budget planning.
The Defect-Free Item — the Buyer's Core Guarantee
The law obliges the seller to deliver to the buyer an item free of material and legal defects. This short norm carries two guarantees: a material one — the building must physically correspond to what the parties agreed; and a legal one — the title to the property must be free of third-party claims. For premises intended for medical practice this matters especially: the technical condition of the building and its clean legal status are the foundation on which subsequent licensing and compliance with sanitary requirements will be built.
That is why the acquisition process begins with legal due diligence: an extract from the public registry, the existence of encumbrances, the completeness of the documents and the warranty terms in the contract are fixed as one package. The parties may also agree on a different allocation of costs — the law is flexible here and sets only the default.
What the Georgian Regime Does Not Include
Foreign acquisition models — escrow accounts, special trust schemes or a title-insurance institute — are not guaranteed in the Georgian system: the buyer's protection is provided by the norms of the Civil Code and registration in the public registry. The text of the contract and the completeness of the documents therefore matter far more than any imported mechanism.
To summarize: the success of the transaction depends on the combination of three matters — the correct allocation of costs, the authenticity of the transferred right and the guarantee of a defect-free item, and knowledge of the limits the Georgian regime sets around this deal. A party who masters these three links in the text of the contract in advance significantly reduces the risk of future disputes and strengthens its negotiating position as well.
This is also why the drafting stage matters more than the closing stage: obligations that are silent in the contract cannot be reconstructed later from general expectations, and the practical protection of the buyer is built precisely at the moment the clauses are written.
Frequently Asked Questions
Below we answer the questions most frequently asked about commercial property acquisition.
Can a sale of immovable property be concluded orally?
No. A contract by which a party undertakes to transfer or acquire title to immovable property requires written form.
Who bears the registration cost?
By default the seller: the costs of formalising the contract, registration in the public registry and submission of the documents lie on the seller, unless the contract provides otherwise.
What is a legal defect and why must it be excluded?
A legal defect means that a third party holds a right or claim over the property. The law obliges the seller to deliver an item free of material and legal defects.
May the parties allocate costs differently?
Yes — the law sets the allocation only as a default, and the parties may establish another rule in the contract; what matters is that the agreement be expressly recorded.
How We Help on Legal.ge
The Legal.ge team offers full legal accompaniment for commercial property acquisition: we examine the object and the documents against registry data, shape the contract terms — price, allocation of costs, warranty against defects — and steer the transaction through to registration. Contact us — a well-drafted contract is half the success of an acquisition.