---
title: "Crypto Company Acquisitions"
url: "https://legal.ge/en/service/technology-and-digital-law-en/crypto-company-acquisitions-en"
field: "Technology & Digital Law"
description: "Crypto company acquisitions in Georgia: reorganization forms, the plan, registration and creditor protection. Legal.ge."
reviewed: "2026-07-09"
updated: "2026-10-14"
publisher: "legal.ge"
---

# Crypto Company Acquisitions

> Source: legal.ge, https://legal.ge/en/service/technology-and-digital-law-en/crypto-company-acquisitions-en

## The Legal Mechanics of a Crypto Company M&A

The acquisition and merger of a crypto company is carried out under the reorganization rules of the Georgian Law on Entrepreneurs: the permissible forms — transformation, merger (absorption or consolidation) and division (split or separation) — are defined by Article 59; the procedure of merger and division by Article 65; the content of the merger/division plan by Article 67; registration by Article 73; and the protection of creditors by Article 74. In the crypto sector this mechanics is supplemented by a sectoral check: an assessment by the supervisory organ of the fitness and propriety of the managing persons, where the transaction requires the consent of a state or other competent organ.

## Two Paths of Merger and Two Paths of Division

In absorption, one or more entrepreneurial societies, without commencing liquidation, are absorbed by the acquiring society with the full transfer of assets and liabilities, in exchange for which the partners of the absorbed society receive shares in the acquirer. In consolidation, two or more societies unite by founding a new society to which assets and liabilities are transferred by force of law. Division is likewise twofold: split by foundation or by acquisition, and separation by foundation or by acquisition — the difference being whether a new society is created and whether a part of the assets passes to an existing one.

Besides shares, partners may receive cash compensation where maintaining the share-exchange proportion is impossible; in a joint-stock society the cash compensation must not exceed 10 percent of the nominal value of the shares to be issued. The rule of successor liability is also clear: on merger the consolidated/acquiring society is liable for all obligations of the merged societies; on division the new/acquiring society is liable for the divided society's obligations solidarily, but that liability is limited to the amount of net assets attributed to it by the division.

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### In which forms does reorganization occur?

Transformation, merger (absorption/consolidation) and division (split/separation).

### Is cash compensation possible instead of shares?

Yes, where maintaining the proportion is impossible; in a joint-stock society it does not exceed 10 percent of the nominal value.

### What does the merger/division plan contain?

Participants' data, the exchange proportion, conditions of issuing shares, allocation of assets and liabilities, and benefits.

### What happens with creditors?

Within 3 months they may demand securing of claims if they prove a threat.