Business Reorganisation and Change of Legal Form in Georgia

Reorganisation routes include, in particular, a change of legal form, merger, division, and the planned transfer of assets and liabilities. The appropriate route depends on whether the identity of a company is to be preserved, several companies are to be combined, or business units are to be separated. First, all entities involved, the target structure, assets, debts, contracts, employees, permits, and intellectual property rights must be fully identified. The reorganisation plan must specify which items will remain with the continuing company or pass to a legal successor. The body authorised under the law and the company’s constitutional documents adopts the required resolution. Quorum, majority requirements, information rights, and complete recording of the proceedings must be checked separately. For registration, the application, resolutions, reorganisation plan, and amended company documents must be aligned. A reorganisation requiring registration generally takes legal effect only upon entry in the company register. The filing is made with the National Agency of Public Registry, or NAPR. Existing claims must be clearly allocated to the continuing company or its successor. It must also be determined which creditors need to be notified and what rights they have to lodge claims, obtain security, or object. Contracts, employment relationships, permits, business identifiers, and intellectual property rights do not in every case continue unchanged without further review. Tax treatment, accounting, liability, and the opening values of the new structure must be aligned to the same effective date. Banks, contractual counterparties, employees, and authorities will then need the updated information and supporting documents relevant to their relationship.