About this service
Tokenization of real-world assets — converting property, income streams or projects into digital tokens — is one of the fastest-growing investment formats in Georgia, and that is precisely why its legal architecture is decisive. A separate tokenization statute does not yet exist: the construction is built on the contractual instruments of the Civil Code — freedom of contract, the rules of transferring property and the control of standard terms. This service accompanies tokenization projects through the full legal cycle — from assessing the idea to the complete document package.
Freedom of contract — the foundation of tokenization
Every tokenization scheme begins with Article 319 of the Civil Code: subjects of private law may, within the limits of the law, freely conclude contracts and determine their content; they may also conclude contracts not provided for by law but not contradicting it. This means that the nature of the token — what it gives its holder: a share, a claim, a right to income or a representative interest — is a matter for the parties' agreement. Freedom has boundaries, though: a party in a dominant market position bears an obligation to contract and may not without justification offer unequal terms; and where the validity of a transaction is tied to state permission, this must be regulated by a separate law — which is exactly where the question arises whether a particular token qualifies as a security, awakening a separate regime.
Transfer of ownership through securities
Where the token's construction contemplates a transfer of ownership, the analogy of Article 189 works: where the transfer of a security is necessary instead of delivering the thing for ownership to pass to the acquirer, ownership is deemed transferred from the moment the alienator hands the security to the acquirer. In tokenization practice this principle is critical: a right transferred in a register or an on-chain record passes precisely at the moment of transfer, and if the project documents do not describe this mechanism correctly, the investor's right remains uncertain. The rules of token transfer — register, eligibility, restrictions — are therefore the central part of the document package.
Written form for the contract of transferring property
Article 321 regulates the form: a contract by which one party undertakes to transfer all its present property or a part of it to another, or to encumber it with a usufruct, requires written form, except where the contract concerns individual items of present property. For tokenization this means: where the scheme contemplates a collective transfer of property to a group of token holders, written form is mandatory — and this requirement can be satisfied by electronic means too, where the conditions of legislation are observed. A deficiency of form does not always void the contract, but it complicates its substantiation considerably — a risk unacceptable in relations with investors.
Standard terms — fair play with investors
The terms of tokenization are usually declared in standard form, and here Article 343 engages: standard terms become an integral part of the contract only where the offeror makes a clearly visible notice at the place of conclusion and refers to those terms, and the other party has the opportunity to review and accept them. For an entrepreneur party the bar is higher: the terms would have had to be accounted for when exercising diligence. The practical consequence for tokenization: the token's terms — rights, restrictions, redemption rules — must be published clearly and visibly before acquisition; a buried link and vague wording create legal exposure.
What the project documentation defines
The tokenization document package answers three questions. First — what the token is: which right is granted to the holder, how it is counted and what happens on sale, insurance or dispute of the asset. Second — how the token passes: the register rules, restrictions and the fixation of the moment of transfer. Third — what concerns the investor: information before acquisition, visible publication of standard terms and the list of the project side's obligations. The entire construction stands on these three answers — and our work is oriented precisely to assembling them.
How we can help
Our specialists will assess the tokenization potential of your asset and the appropriate construction; determine the token's legal nature and check whether it falls under the securities regime; and build the complete document package — contract form, the mechanism of token transfer, publication of standard terms, investor information. You may approach us at any stage of the project for an assessment. Contact us for a concrete plan for tokenizing your asset.
A word on discipline of timing: legal architecture is cheapest at the stage of the idea, while the scheme is still flexible. By the time the platform is chosen, the audit conducted and the marketing launched, changing the construction costs an order of magnitude more — and is sometimes impossible altogether. We therefore recommend engaging the lawyer before technical readiness, and as a first working document we prepare a short conclusion on the construction within days of acquainting ourselves with the asset. And on the horizon: the market of digital assets in Georgia is moving toward greater certainty, and projects built today on a careful contractual base will demand less rebuilding tomorrow under any development of regulation.