Empty boardroom with a long table and glass walls
Corporate Law

Corporate Lawyers
in Georgia.

Deals, boards, contracts and people: the legal work behind an established company, led by partners who read it from the business side.

Book a Consultation Check Your Registry Status
1 Jan 2027

the registry starts acting on companies that missed the re-registration deadline

3 weeks

for a manager to file for insolvency, or face criminal liability

50%

of book assets: above this, a transaction needs general meeting approval

2 months

a typical timeframe to acquire a clean Georgian LLC, depending on the target

The Short Answer

What does a corporate lawyer do for a company in Georgia?

KNM Advisory's corporate practice helps Georgian and foreign-owned companies buy and sell businesses, run boards and shareholder meetings, negotiate commercial contracts and manage employment relations. Our partners bring experience in M&A, banking regulation, licensing and due diligence for IPO and bond transactions.

Who this is for

  • Georgian groups and family businesses
  • Foreign-owned subsidiaries
  • Buyers and sellers of companies
  • Regulated businesses
  • Companies registered before 2022
Time-Critical

Was your company registered before 2022?

Georgia's new company law took effect on 1 January 2022, and older companies had to bring their registration data into line with it. If yours did not, your registration is already at risk. We check your status, prepare the founders' decision and new charter, and file with the registry.

1 April
2026

The deadline has passed

Companies that did not comply have their registration suspended, a record is made in the register, and extracts are no longer issued.

1 January
2027

The registry acts

From this date the registry issues a decision on the defect to each entrepreneur in breach and sets a time limit to remedy it.

3
months

Last chance to remedy

If no application is filed in time, the registry decides to revoke the registration of the entrepreneur or branch.

Where We Step In

One team across the life of the company

Mergers & Acquisitions

Buy-side and sell-side work, from the first target list to registration of the new owner.

  • Target search and structuring
  • Legal due diligence
  • Share purchase agreements
  • Escrow and closing

Corporate Governance & Compliance

Clear rules for owners, boards and managers, so decisions hold up when challenged.

  • Charters and share classes
  • General meetings and supervisory boards
  • Manager duties and conflicts
  • ESG frameworks

Commercial Contracts

Drafting, review and negotiation in Georgian and English.

  • Supply, distribution and services
  • Leases and joint ventures
  • Bilingual contract templates
  • Contract playbooks for your team

Employment & Labour Relations

Hiring, restructuring and exits. Our managing partner trains on Georgian labour law and has published on unjustified termination.

  • Employment contracts and policies
  • Downsizing and dismissal procedure
  • Labour Inspection readiness
  • Employment disputes

Structuring & Reorganisation

Group structures that match how the business actually operates.

  • Subsidiaries and branches
  • Share transfers and new partners
  • Mergers, demergers and conversions
  • Liquidation

Licensing & Banking

Permits and regulatory authorisation for regulated activity, and banking regulation advice.

  • Licence and permit applications
  • Banking and financial regulation
  • Ongoing regulatory compliance
M&A Blueprint

How a Georgian company acquisition runs

A straightforward LLC acquisition typically takes around two months. The timing depends mostly on the condition of the target and the cooperation of its shareholders.

  1. 1

    Find and screen the target

    We identify solvent companies that are not in insolvency or liquidation, and whose shareholders are ready to sell a clean business.

  2. 2

    Due diligence

    Corporate records, title to shares, contracts, litigation, tax, employment, IP, licences and data protection, reviewed before and during negotiation and again before closing.

  3. 3

    Share purchase agreement

    We draft and negotiate the SPA, including warranties, price mechanics and conditions to closing.

  4. 4

    Escrow and closing

    Funds and documents are secured through a bank or notary escrow, so neither side carries the risk alone.

  5. 5

    Registration and handover

    The transfer is registered with the Entrepreneurial Registry, and we deal with management changes, bank mandates and the first steps after closing.

Manager Liability

What a director personally answers for in Georgia

Georgian company law sets out specific duties for managers. Knowing them protects both the company and the individual.

Your Team

Who leads this work

Gvantsa Barbakadze

Gvantsa Barbakadze

Senior Partner

Leads the Corporate and Banking practices. Advises domestic and international clients on M&A, structural transformations, banking regulation, ESG frameworks and employment.

View profile
Uta Kharbedia

Uta Kharbedia

Senior Partner

Leads the Corporate, Litigation and Regulatory practices. Represents clients in complex disputes before courts and arbitral tribunals, and guides businesses through licensing and regulatory authorisation.

View profile
Questions

Frequently Asked Questions

What law governs companies in Georgia?

The Law of Georgia on Entrepreneurs, which replaced the 1994 law from 1 January 2022. It regulates company forms, registration, partners' rights, manager duties, reorganisation and liquidation.

What happens if my company missed the 1 April 2026 re-registration deadline?

Its registration is suspended and the registry stops issuing extracts. From 1 January 2027 the registry issues a decision on the defect with a 3-month period to fix it. If no application is filed in that time, the registry decides to revoke the registration. We can check your status and make the filing.

Can a company director be personally liable in Georgia?

Yes. A manager is liable to the company for damage caused by culpable breach of the duty of care, and several managers can be jointly and severally liable. Failing to file for insolvency within three weeks carries criminal liability. A properly informed business decision made in good faith is protected.

When does a transaction need shareholder approval?

When its value exceeds 50% of the book value of the company's assets, or a lower amount set in the charter, the general meeting must approve it.

What does M&A due diligence in Georgia cover?

Corporate records and title to shares, material contracts, litigation and enforcement, tax, employment, IP, licences and data protection. We run it before and during negotiation of the share purchase agreement and again before closing.

Can a foreign investor own 100% of a Georgian company?

Yes, foreign individuals and companies can own a Georgian company outright. See Market Entry for incorporation and bank accounts.

How can an employer end an employment contract in Georgia?

On the grounds listed in the Labour Code. For downsizing and certain other grounds, the employer gives at least 30 calendar days' written notice with at least one month's severance, or at least 3 calendar days' notice with at least two months' severance. The employee can ask for written reasons within 30 days, and the employer has 7 days to give them.

· Reviewed by: Gvantsa Barbakadze, Senior Partner. This page is general information, not legal advice. Rates, deadlines and procedures change: please speak to us before relying on them for a decision.

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Planning a deal or checking your company's status?

Tell us where you are and what is at stake. We will come back with a clear next step.

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