Share or Asset Sale in a Business Handover

A business sale in Georgia begins with defining what is being sold. In a share sale, ownership of an interest in a company changes, while the business generally continues to exist with its assets, contracts, and obligations. In an asset deal, by contrast, selected assets and legal rights are transferred individually. These may include equipment, inventory, receivables, domains, intellectual property rights, customer relationships, and certain contracts. Due diligence should cover ownership, annual financial statements, tax positions, debts, security interests, ongoing contracts, employment relationships, permits, litigation, and intellectual property rights. When individual assets are sold, it is also necessary to establish for each item whether it is transferable, requires consent, or must be newly registered. Customer data and other personal data may be handed over only in compliance with applicable data protection requirements. The purchase agreement should clearly set out the subject of the sale, price, payment method, transfer date, conditions, warranties, liability limits, and the treatment of identified risks. Purchase price adjustments, holdbacks, or installment payments can be tied to verifiable financial data and clearly defined events. Schedules to the agreement should fully list the assets being transferred, liabilities being assumed, required consents, and excluded items. Depending on the structure, closing may require registry changes, handover records, assignments, contract transfers, and notifications to banks, business partners, employees, or authorities. Tax consequences should be assessed separately for the seller, the buyer, and, where applicable, the company. After closing, rights of disposal, account access, powers of attorney, invoicing, and operational responsibilities must align with the agreed transfer date.