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Tbilisi, Georgia

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Made with in Georgia

  1. Services
  2. Labor & Employment Law
  3. Employment Contracts & Relations
  4. Employee Benefits
  5. Stock Options & Equity

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Employee Benefits

Stock Options & Equity

Is an option grant an institution of labour law?

No — the option is a civil-law contract; the Labour Code regulates only remuneration.

Which plan clause falls first?

A standard clause imposing inappropriate deadlines, unilaterally altering the promised performance, allowing refusal without basis, or demanding disproportionate reimbursement is void.

Who may perform the option?

Unless personal performance is required, a third party may perform it; its satisfaction of the creditor transfers the claim to it.

Who holds the shares-or-cash election?

As a general rule, the debtor. Giving the election to the employee must be expressly defined in the plan.

4 min·8 Feb 2026

The Legal Nature of an Employee Option Programme

An employee stock option programme is not an institution of labour law: the Labour Code regulates only remuneration, while the option itself is a civil-law contract mechanism. Georgia has no separate statute for granting options: the company creates the programme under freedom of contract, and in its relationship with employees this contract is subject to special control — that control is the main theme of this page. United States tax and securities regulation of options does not apply here; the Georgian page builds the programme as a civil contract, while the tax and issuance layer is governed by separate legislation.

A second important circumstance: an option plan is usually drafted in advance by the employer or a group company and offered to employees in standard form. The Civil Code calls such clauses standard terms, and individuals who do not pursue entrepreneurial activity — employees squarely among them — enjoy special protection against them.

Updated: 18 Oct 2026

Legal basis:

  • საქართველოს საგადასახადო კოდექსი
  • საქართველოს სამოქალაქო კოდექსი
  • მეწარმეთა შესახებ