Transferring a share in a Georgian LLC: it takes effect on the register

Selling a share looks like a formality until it does not work. Georgia’s Law on Entrepreneurs makes the transfer unusually easy and at the same time ties it to a moment many people misjudge — with a liability consequence that continues after the sale.

Transfer without consent

The principle is stated briefly: a partner may transfer — alienate or encumber — their share without the consent of the company or the remaining partners. That is markedly more liberal than German LLC law, where restricting transferability is the practical norm.

Two consequences are routinely overlooked. First, the same sentence covers encumbrance — a pledge over the share needs consent no more than a sale does. Second, the partner is obliged to inform the company immediately upon execution of the transfer agreement; that is not a condition of effectiveness, but it is a duty in its own right.

No pre-emption right — and a high bar for restrictions

The statute knows no pre-emption right for co-partners over existing shares. A preferential right exists only over newly issued shares in a capital increase, and even there it may be disapplied.

Transfer can nonetheless be restricted — through the charter or a partners’ agreement. The bar for doing so is notably high: a decision restricting or prohibiting transfer, or making it subject to consent, or amending an existing restriction, is taken only with the consent of every partner the restriction concerns. A majority does not suffice.

Written form, certification, register

Three requirements sit on top of one another here, and advisory material often merges them into one — usually the wrong one.

1. 01

   The agreement: written form

   For the transfer agreement itself the statute requires only that it be executed in writing. Notarisation is not mentioned at this point.

2. 02

   The filing: certification

   The deed submitted to register the change of data must be certified. Three equivalent routes are open: notarial certification, certification by the registering authority or a body it authorises, or a signature under the law on electronic documents and trust services.

3. 03

   Effectiveness: registration

   The transfer takes effect once the registering authority registers the share in the new partner’s name. The rules on good-faith acquisition apply to the register position.

The distinction between steps one and two is the point: notarisation is not prescribed for the contract, whereas certification for the filing is unavoidable — and because registration is constitutive, there is in practice no way around it. It simply need not be notarial.

Three procedural conveniences are worth noting: on a share sale, registration may be applied for by either the transferor or the acquirer, not only by the managing director. A preliminary registration over the share is possible, on the rules that apply to preliminary registrations over real estate. And where the acquirer, together with the registration of ownership, requests a change they could decide on as a shareholder, the corresponding resolution is treated, once registered, as having been passed by the competent person.

The seller stays liable

The provision that ought to influence the purchase price and rarely does: for obligations connected with the transferred share that are outstanding at the moment of alienation, transferor and acquirer are jointly and severally liable to the company — unless the charter provides otherwise.

This bites above all on unpaid contributions. For the buyer it means acquiring a liability they did not create; for the seller, that the sale does not release them. Both sides usually address it contractually — the statute expressly allows that, but only through the charter.

When a resolution is challenged

Taking over shares means taking over the resolution history. Two limitation regimes matter, and they work differently.

Nullity exists only for an exhaustive list of defects — an improperly certified minute, convocation by a body without competence, incorrect or missing details of the company name, place, date and time in the notice, breaches of creditor protection rules, or of public order. After three years from registration of the resolution, nullity can no longer be invoked unless proceedings were brought earlier.

Challenge runs considerably faster:

• One month from knowledge, or from when it ought to have been known
• Six months from the resolution at the latest
• On a gross breach of statute or charter: one year at the latest in convocation or conduct
• Where the resolution was concealed, the period runs from actual knowledge
• Reinstatement after a missed deadline is excluded

The last point is the hard one. A missed challenge period cannot be restored — the statute says so expressly. In due diligence the resolution history therefore deserves the same scrutiny as the balance sheet.

How to draft a contract so it holds up in a dispute is in Georgian contracts; if you would rather wind the company up than transfer it, see Liquidating a company in Georgia.

Share transfers — frequently asked

Do I need the other partners’ consent?

Not under the statute. A partner may transfer or encumber their share without the consent of the company or the remaining partners. The charter may provide otherwise — but such a decision is taken only with the consent of every partner the restriction concerns.

Is there a pre-emption right?

Not over existing shares. The statute grants a pre-emption right only on the issue of new shares in a capital increase, and even there it can be disapplied. For the transfer of shares that already exist the statute contains no pre-emption right.

Does the contract have to be notarised?

The statute requires only written form for the transfer agreement itself. For registration, however, the deed submitted must be certified, and three equivalent routes are open: notarial certification, certification by the registering authority or a body it authorises, or a signature under the law on electronic documents and trust services.

From when am I a partner?

From the registration of the share in your name by the registering authority, not from signature. Until then the transfer is not effective. The rules on good-faith acquisition apply to the register position.

Does the seller stay liable after the transfer?

For obligations connected with the share that are outstanding at the moment of alienation, transferor and acquirer are jointly and severally liable to the company — unless the charter provides otherwise.

This article is general information and does not constitute legal or tax advice. The Law on Entrepreneurs is sourced in its Georgian text, publication 13, consolidated 26 November 2025. What formalities the registering authority requires beyond certification — application forms, translations, apostilles — follows from the law on the public register and acts of the Ministry of Justice, and was not examined here. As at August 2026.