Investment Lawyers in Tbilisi, Georgia

Structuring foreign investment in Georgia

A subsidiary, a stake in an established company and a joint venture offer different rights and risks. An investor entering through a local partner should establish which assets the partner owns, which permits it holds and what it can legally contribute. An investor buying shares in an existing business should examine the obligations already attached to those shares and the approvals or restrictions triggered by a change of control.

Georgian investment legislation gives foreign investors a general framework of protection, subject to exceptions under Georgian law. The commercial review starts with the planned activity, target ownership and applicable sector rules. We address company formation, investment documentation, capital contributions and acquisition steps with our corporate law and mergers and acquisitions practices.

Land, licences and the right to operate

A company registration does not settle whether that company can hold a particular asset. Georgia applies special rules to ownership of agricultural land. Depending on the structure, the status of a dominant partner and the possibility of an approved investment plan can matter. We review the registered land designation, title, ownership chain and proposed use before the investor makes an unconditional purchase commitment. Where a project relies on leased land or access rights, the question is whether those rights cover the entire operating footprint for the intended term.

Regulated investments raise a second set of questions. An energy project may depend on grid access and operating permissions. A financial services investment may require a regulatory assessment of ownership or activities. We identify the authority, approval and timing relevant to each investment. Where those decisions matter to closing, the agreements should say who applies, what each side must deliver and what happens if approval is delayed or refused.

Joint ventures and minority investor rights

A minority stake can carry meaningful protection when the shareholder agreement and charter work together. We negotiate voting rights, reserved matters, information and inspection rights, pre-emption, dilution protection and rules for related-party transactions. The agreements should address who funds the next stage, what happens if a partner misses a capital call and how the investor can sell its stake or bring in a replacement.

The details matter in a deadlock. An exit formula needs a price mechanism, a buyer able to complete and a way to deal with debt, licences and third-party rights. Where the Georgian partner contributes property, contracts or know-how, we verify what is being contributed and when the investment vehicle gains the right to use it.

Investment protection and dispute planning

A commercial investment agreement, Georgian statutory protection and an international investment treaty are separate instruments. Treaty protection depends on the relevant treaty, investor nationality, ownership structure, the character of the investment and the nature of the alleged state conduct. Consent to treaty arbitration requires its own analysis. We examine those issues at the structuring stage when a project depends on long-term commitments from a public authority.

For disputes with a joint venture partner, seller or contractor, the contractual dispute clause, governing law, available remedies and location of assets shape the strategy. Our arbitration and litigation lawyers review those terms at signing and advise if a dispute develops. For concessions and infrastructure with long-term public obligations, see our project finance practice.

Before you commit capital

Send a short description of the project, investor and partner structure, the assets or licences involved, and the stage of negotiations. Include the term sheet, draft investment agreement or proposed corporate structure if available. Our investment lawyers in Tbilisi can identify which protections belong in the deal, which approvals need a separate workstream and what evidence the investor should have before funding.