# Buying an LLC share in Georgia — what to check When you buy a share in a company, you buy not just the business but also its debts, contracts and disputes. We check the company before the deal and draft share purchase and partners' agreements. - Confidential - Georgian · English · Russian - Free first consultation - Courts of all instances Under Article 141 of the Law on Entrepreneurs, a partner may sell a share without the other partners' consent unless the charter says otherwise. The transfer agreement must be in writing, and the company must be notified straight away. The transfer takes effect when the new partner is registered. For contributions still unpaid at the time of sale, the seller and buyer are jointly liable to the company. ## Check before you buy - The charter — whether it restricts share transfers - A registry extract — partners, director, any seizure or pledge on the share - Tax debts and reporting - Court disputes and enforcement - Key contracts and licences - Employees and labour disputes ## What it must include - Size of the share and price - Payment terms — ideally in stages, tied to registration - The seller's warranties — on debts, disputes and taxes - Compensation if a warranty proves untrue - A non-compete for the seller - Registration deadline and costs ## Partners' agreement If several partners remain, settle in a separate agreement how decisions are made, dividends, new share issues, exit and selling to third parties. The law recognises such agreements (Article 149). ## Tax Profit from selling a share may be taxed. Assess the tax before the deal — especially if the seller or buyer is a foreigner. ## Will a template do? A template is written for a general case and doesn't reflect your risks — often it lacks exactly the clause you'll need in a dispute. It's better to fit the contract to your deal. We draft the contract or review the other side's text before you sign. ## Our services - Legal due diligence on the company - Share purchase agreement - Partners' agreement - Charter amendments and registration - For foreign buyers — bilingual documents and power of attorney - Disputes between partners ## Questions & answers ### Do the other partners have to consent to a share sale? By law — no, unless the charter or a partners' agreement says otherwise. So check the charter first. ### When do I become the owner of the share? From registration in your name with the registering authority. ### Am I liable for the company's old debts? The company is liable for its debts with its own assets, so debts reduce the share's value. For unpaid contributions, seller and buyer are jointly liable. ### Can I use a template from the internet? You can, but a template is written for a general case and often lacks exactly the clause you'll need in a dispute. It's better to fit the contract to your deal or have a lawyer review it before you sign. ## Legal basis - [Law on Entrepreneurs](https://matsne.gov.ge/ka/document/view/5230186) Official texts (in Georgian) — Legislative Herald of Georgia, matsne.gov.ge. ## Related topics - [#Business](https://mmlaw.ge/en/corporate-lawyer/) - - [Corporate lawyer](https://mmlaw.ge/en/corporate-lawyer/) - - [Intellectual property lawyer](https://mmlaw.ge/en/intellectual-property-lawyer/) - - [Registering an LLC in Georgia: what you need](https://mmlaw.ge/en/blog/how-to-register-llc-in-georgia/) - - [Tax lawyer](https://mmlaw.ge/en/tax-lawyer/) - - [Director liability and company insolvency](https://mmlaw.ge/en/director-liability-and-insolvency/) - - [Contract drafting and review](https://mmlaw.ge/en/contract-drafting-review/) - - [Freelancer tax in Georgia: Upwork, Fiverr, foreign salary](https://mmlaw.ge/en/freelancer-tax-georgia/) - - [LLC or sole trader in Georgia — which to choose](https://mmlaw.ge/en/blog/llc-vs-sole-trader-georgia/) Practice areas ## Other practice areas - [Criminal defense](https://mmlaw.ge/en/criminal-defense-lawyer/) — Defense at every stage — from investigation and arrest to trial and appeal. - [Drug offences](https://mmlaw.ge/en/drug-crime-lawyer/) — Defence in cases of buying, possessing, selling and importing drugs — and against fines and administrative detention. - [Cybercrime](https://mmlaw.ge/en/cybercrime-lawyer/) — Defense in cybercrime cases and help for victims of online fraud, hacked accounts and blackmail. - [Property crimes](https://mmlaw.ge/en/property-crime-lawyer/) — Defence in theft, robbery, fraud, extortion, embezzlement and misappropriation cases. - [Economic crimes](https://mmlaw.ge/en/economic-crime-lawyer/) — Defence against tax evasion, money laundering, customs and other economic charges. - [Corruption and official crimes](https://mmlaw.ge/en/corruption-crime-lawyer/) — Defence in bribery, trading in influence and abuse of official power cases. - [Violent crimes](https://mmlaw.ge/en/violent-crime-lawyer/) — Defence in assault, bodily injury, threats and homicide cases — including self-defence. - [Juvenile justice](https://mmlaw.ge/en/juvenile-justice-lawyer/) — Specialised representation of minors, focused on their rights and future. - [Civil litigation](https://mmlaw.ge/en/civil-litigation-lawyer/) — Contract, property and damages disputes — negotiated or argued in court. - [Administrative law](https://mmlaw.ge/en/administrative-law-lawyer/) — Challenging decisions of public bodies, fines, permits and licences. - [Labor disputes](https://mmlaw.ge/en/employment-lawyer/) — Unlawful dismissal, unpaid wages and employment contracts — for employees and employers. - [Corporate law](https://mmlaw.ge/en/corporate-lawyer/) — Company formation, contracts, compliance and shareholder matters. - [Real estate](https://mmlaw.ge/en/real-estate-lawyer/) — Due diligence, purchase agreements, registration and property disputes. - [Family law](https://mmlaw.ge/en/family-lawyer/) — Divorce, custody, alimony and division of property — handled with discretion. - [Inheritance](https://mmlaw.ge/en/inheritance-lawyer/) — Accepting an inheritance, the certificate of inheritance, wills and disputes between heirs. - [Intellectual property](https://mmlaw.ge/en/intellectual-property-lawyer/) — Trademarks, copyright and protection of your creative and business assets. --- Source: https://mmlaw.ge/en/llc-share-purchase-agreement-georgia/ · MMLAW · +995 551 00 43 00 · info@mmlaw.ge