Georgia is a civil law jurisdiction, where the Constitution represents the supreme law. International treaties and agreements ratified by Georgia prevail over ordinary domestic legislation but are subordinate to the Constitution of Georgia.

Key business-related laws include:

• the Civil Code of Georgia;
• the Law on Entrepreneurs;
• the Tax Code of Georgia;
• the Law on Licences and Permits (under which only a limited and exhaustively defined list of activities is subject to licensing or permitting);
• the Law of Georgia on Promotion and Guarantees of Investment Activity;
• the Law on Competition;
• the Customs Code; and
• sector-specific legislation regulating certain economic activities (including financial services, gambling and other regulated industries).

Georgia is also a party to the EU–Georgia Association Agreement, including the Deep and Comprehensive Free Trade Area (DCFTA). Under the DCFTA, Georgia has committed to progressive approximation of its legislation to the EU legal framework in key areas affecting business and investment. As a result, Georgia’s regulatory and commercial framework is increasingly aligned with EU standards, facilitating preferential access to the EU market and enhancing legal predictability and transparency for foreign investors operating in or from Georgia.

The judiciary of Georgia consists of courts of general jurisdiction, including first-instance courts, courts of appeal and the Supreme Court of Georgia, which acts as the highest appellate court and cassation instance. Constitutional review of normative acts is exercised by the Constitutional Court of Georgia. Arbitration is recognised in Georgia, and foreign arbitral awards are enforceable under the New York Convention.

Administrative oversight and regulatory supervision are carried out by competent public authorities within their respective mandates, most notably:

• the Ministry of Economy and Sustainable Development of Georgia;
• the Revenue Service under the Ministry of Finance (tax administration);
• the Georgian National Competition Agency; and
• the National Bank of Georgia, which regulates and supervises the financial sector.

No general FDI screening or prior approval regime applies in Georgia. Georgia maintains a highly liberal foreign direct investment regime. As a rule, foreign investments do not require prior approval, screening or clearance by national authorities. Foreign investors benefit from national treatment and may invest freely across most sectors of the economy. Restrictions are limited to a narrow list of prohibited or state-exclusive activities (such as arms production, trading of nuclear materials, etc) as well as certain strategically sensitive sectors subject to licensing or special permits. Georgia does not operate a general foreign investment review mechanism, and regulatory oversight is exercised only on a sector-specific basis in accordance with applicable legislation.

Moreover, Georgia maintains an extensive network of bilateral investment treaties covering most EU countries, the Commonwealth of Independent States (CIS), North America, and major Asian economies such as China and Japan. Furthermore, Georgia has Free Trade Agreements with the European Union (under the Deep and Comprehensive Free Trade Area), China, Türkiye, the European Free Trade Association (EFTA), and a number of CIS countries. In addition, Georgia has 58 double tax treaty agreements currently in force.

Together, these instruments support an open and investor-friendly economic environment for foreign direct investments in Georgia.

Georgia maintains an open market economy with a long-standing policy focus on attracting foreign direct investments. The business environment is characterised by a liberal trade regime, a simple tax system with numerous tax reliefs, relatively low administrative barriers to entry, and an overall pro-investment regulatory framework. Georgia continues to position itself as a regional hub for trade, logistics, financial services and business operations connecting Europe and Asia.

From an economic perspective, Georgia has demonstrated stability in recent years, supported by diversified trade links, increased transit and logistics activity, and sustained inflows of foreign financial and human capital. Key sectors of interest for inbound FDI include:

• energy (renewables, primarily hydro-based);
• logistics (automobile transnational roads construction);
• real estate (UAE-based Emaar Properties announced investment commitments reportedly exceeding USD6.5 billion in Georgian real estate);
• tourism (7,368,149 international travellers visited Georgia in 2024, according to official statistics); and
• software development-related services (due to relocation of IT developers from Russia and Ukraine to Georgia).

Georgia’s network of free trade agreements, including the DCFTA with the European Union, continues to enhance market access and supports export-oriented investment structures.

Politically, Georgia operates under a stable constitutional framework, with institutions that have remained functional and predictable from an investor-protection perspective. While domestic political developments and regional geopolitical dynamics remain relevant background considerations, these factors have not resulted in material changes to the core legal or regulatory framework governing foreign investment. Property rights, contractual enforcement and profit repatriation remain legally protected.

From a regulatory standpoint, there have been no recent material changes introducing foreign investment screening, approval requirements or sector-wide restrictions. Georgia does not operate a general FDI review mechanism, and there have been no high-profile enforcement actions or litigation specifically targeting foreign investors or inbound investment transactions.

Latest regulatory change that might affect business in Georgia is related to introduction of the work authorisation requirement for non-citizen, non-permanent residency holder employees working in Georgia coming into force on 1 March 2026. Under the new regime, both employees and self-employed individuals are required to obtain a work authorisation to conduct labour activities or independent business activities in Georgia.

Looking ahead, near-term developments are expected to focus on continued regulatory approximation with the European Union under the Association Agreement and DCFTA, rather than the introduction of restrictive measures affecting inbound FDI. Overall, Georgia is expected to maintain its liberal and investor-friendly approach to foreign investment in the medium term.

According to Georgian law, the transaction of merger means a transaction where (i) two (or more) businesses bind into one and form a new entity or (ii) one company binds into another and one of those companies continues in existence, while the other ceases to exist.

Acquisition, on the other hand, may occur in various ways. One company may acquire another (in whole) and still be referred to as a merger. However, when a company (or even a physical person) acquires shares in a company, it will qualify as an acquisition.

The transaction of merger requires both companies making a decision regarding the planned merger, a founder’s agreement, a charter and, optionally, a contract.

There are several options open to one planning to acquire a business in the Georgian market:

• acquiring all the shares in the company;
• buying new shares in the company and gaining controlling power; or
• buying the assets of the company.

With acquisition, instead of creating a new entity, the acquired company becomes the property of the acquiring physical person or company (shareholder) and typically relinquishes decision-making power to the owner.

Both merger and acquisition transactions require involvement of a lawyer, starting from the process of due diligence, to creating a complete set of documents, preparation of a balanced agreement and application for registration of the transaction at the National Agency of Public Registry (NAPR) – the authority responsible for registering business transactions in Georgia. (Note that the documents submitted to NAPR are public and accessible to anyone visiting the Registry.)

Private or legal entities planning to buy a company should first consider whether they need the whole company, with its goodwill, assets and debts, or whether a specific asset of the company is preferable for purchase. When this main point has been decided, the appropriate procedure should be selected for acquiring shares in the company.

A company or a physical person may obtain a company’s shares with the aim of investing in it or just to benefit from future dividend gains.

Since January 2021, following modifications to Georgia’s Law on Entrepreneurs, both a joint stock company and a limited liability company have the ability to issue shares and, therefore, acquire a new shareholder into the company structure, without having other members sell their shares. By way of issuing new shares, the percentage holdings of existing shareholders decrease, and the new shareholder obtains ownership of a specific percentage.

It is important to note that the newly issued shares are owned by the company itself. Therefore, when a new shareholder (an investor) buys shares, the finances (the fee paid for the shares) are obtained by the company itself – not the shareholders. This is a form of direct investment into the company. On the other hand, when shareholders sell their own shares, funds are received by the shareholders themselves – they may decide not to invest but to consume the income from the sales, as they wish.

The decision to issue new shares should be made by the company directors – using their fiduciary duties. This may sometimes come as a surprise to existing shareholders, where such decisions affect their interests in the company. However, it is also a director’s duty to find ways of financing a company in need, and the decision to attract more funds into the company may be its ultimate saviour.

The main regulatory regimes applicable to M&A transactions in the domestic market are:

• the requirement for registration with NAPR (see details at 3.1 Transaction Structures); and
• antitrust/competition regulations, where the transaction is of sufficient size to fall within the threshold for their application (see details at 6.1 Applicable Regulator and Process Overview).

Corporate governance in Georgia is primarily regulated by the Law of Georgia on Entrepreneurs, supplemented by company charters, shareholder agreements and internal policies. The Law of Georgia on Securities Market, and related regulations issued by the National Bank of Georgia, as the securities market regulator, also play some roles in creating the framework.

Corporate governance rules ensure that the separation of ownership and management, and the equal treatment of shareholders are insured. The rules guide the fiduciary duties of the managers, the obligation of transparency and disclosure, and protection of shareholder rights.

The most common legal entity forms in Georgia are Limited Liability Company (LLC) and Joint Stock Company (JSC). The law also allows other forms of entrepreneurial entities such as: Solidary Liability Company (general partnership), Limited Partnership (possible to have general partners and limited partners), and Co-operative (member-based association promoting common economic interests).

In practice, foreign direct investors most commonly establish LLCs for operational businesses, while JSCs are selected where access to capital markets or broader shareholder participation is anticipated.

If public fundraising or stock exchange listing is contemplated, a JSC is required, but for privately funded projects or wholly owned subsidiaries, an LLC is typically more efficient.

In the context of public offerings, shares are offered for monetary consideration to any interested investor without granting pre-emptive rights to existing shareholders. To ensure free circulation of shares, the general meeting must waive pre-emptive subscription rights when conducting a public offering.

The relationship between a company and its minority shareholders in Georgia is primarily governed by:

• the Law of Georgia on Entrepreneurs;
• the Law of Georgia on Securities Market (for public companies);
• the company’s charter; and
• shareholder agreements.

Private company minority protections rely on contractual structuring. Various obligations are allowed to be agreed under a shareholder agreement – eg, the possibility to prohibit share alienation without the consent of another (minority) shareholder (regardless of holding a specific number of shares), or veto rights over major transactions.

Core minority rights in companies are as follows:

• voting rights at general meetings;
• access to financial statements and corporate documentation;
• pre-emptive rights in new share issuances (unless waived, particularly in public offerings);
• right to challenge unlawful general meeting resolutions;
• participation in dividends; and
• protection under mandatory tender offer and squeeze-out rules when control thresholds are crossed.

While minority shareholders typically cannot block ordinary corporate decisions, significant corporate actions (eg, charter amendments, reorganisation) require qualified majority votes, giving minorities indirect protection.

Georgia’s investment regime is generally permissive. Georgian companies may be owned 100% by a foreign entity. There is no nationality-based FDI screening regime in which foreign investors must register simply because they are foreign. However, disclosure and reporting requirements arise in specific cases, particularly in the following:

• securities regulation (notification of securities registrar is necessary);
• competition law (see details at 6. Antitrust/Competition);
• corporate registration (see details at 3. Mergers and Acquisitions); and
• regulated sectors (such as banks, insurance).

Companies must disclose the identity of the owner (whether physical person or a company) to the Public Registry. Foreign investors acquiring ownership interests must ensure proper registration of ownership changes. The main procedural requirement is that the Public Registry knows the identity of the representative of a foreign company as a shareholder in a Georgian one.

Bank financing is the primary source of funding for businesses operating in Georgia. The capital market remains relatively underdeveloped compared to the banking sector. Commercial banks play a dominant role in corporate lending and project finance.

The Georgian Stock Exchange exists as a formal trading venue. As a result, capital markets currently play a marginal role in corporate financing compared to the banking sector. Debt capital markets are similarly limited. A small number of companies – larger corporates and financial institutions – have raised funds through the issuance of corporate bonds, either privately placed or publicly offered. Such transactions remain exceptional rather than standard practice.

In recent years, certain policy initiatives have aimed at improving market infrastructure and transparency; however, for most domestic and foreign businesses, bank lending remains the most reliable and accessible form of external financing.

The Law on Securities Market creates a main framework for capital market’s regulation. It is supplemented by by-laws issued by the National Bank of Georgia (serving as a regulator and supervisory authority for financial and capital markets).

The regulatory regime covers public offering and circulation of securities, determines the rules and responsibilities of stock exchanges, central depositories, securities registrars, brokerage companies and brokers in the securities market, as well as additional requirements for the rules and responsibilities of enterprises whose securities are publicly offered and sold.

Trading in securities is conducted through licensed market operators, although there is almost no market activity.

From an FDI perspective, foreign investors are not subject to additional securities-specific approval or clearance requirements solely by acquiring or holding equity interests in Georgian companies.

In support of capital market development, the government of Georgia approved the Capital Market Development Strategy for 2023–2028 and the related Action Plan for 2025–2026 by Government Resolution No 619 dated 30 December 2022.

Foreign investors structured as investment funds are not subject to a general FDI screening or approval regime in Georgia merely as a result of acquiring equity or participating interests in Georgian companies. Private investments by foreign funds do not trigger regulatory review, provided that no public offering of fund units is made in Georgia and the fund does not engage in regulated financial services activities within the jurisdiction.

Georgia maintains an open FDI regime. The principal mechanism through which an investment may be blocked or challenged is merger control administered by the Georgian Competition and Consumer Agency (GCCA). Outside merger control, Georgia does not generally restrict FDI. The Georgian Law on “Competition” sets out the requirements that may trigger a merger control regime.

If certain criteria are met, the competition authority (GCCA) is enabled to interfere with the transaction, with power to accept or deny the merger or any other transaction that results in creation of one economic agent – a “concentration”. There are several forms of concentration that require attention:

• a merger of two or more businesses; and
• when one or more economic agents acquire direct or indirect, full or partial control over one or more other economic agents, enabling decisive influence over the target undertaking, either through
1. acquisition of shares or securities,
2. contractual arrangements, or
3. any other legal or factual means.

Creation of a joint venture may also be deemed as a concentration, where it performs all the functions of an independent economic agent for a long period of time.

The Georgian Competition and Consumer Agency (GCCA) establishes its control of concentrations on the basis of two legal acts: (i) Georgian Law on “Competition” and (ii) Decree No 39 of the head of the GCCA regarding “the rule of notification regarding concentration of an entity”.

The obligation to notify the GCCA regarding a transaction arises only where the individual income of the entities to be merged, in the year prior to the merger, exceeds GEL5 million and the joint income for the same year exceeds GEL20 million.

Within ten business days from receiving a concentration notification, the GCCA checks whether the proposed transaction falls under the scope of competition law and informs the notifying parties accordingly.

Once the notification is deemed within the scope of competition law, and the notification fee is paid, the Agency has 25 business days to assess the concentration and either approve the transaction as compatible with the competitive environment, or, if there is a reasonable suspicion that the concentration may raise competition concerns, extend the review period for an additional 90 calendar days, in order to assess the transaction further.

In both cases, failure by the Agency to issue a decision within the timeframe set out by the law shall be treated as a positive approval of the concentration.

Where the GCCA decides to deny the transaction, such denial is the basis for rejection of the registration of a transaction (of a merger or acquisition) comprising a concentration.

See 6.1 Applicable Regulator and Process Overview.

No information has been provided in this jurisdiction.

Compliance with prior notification requirements is critical to avoid fines, registration obstacles or potential invalidation of the transaction, if the transaction is already finalised. If the notification is made in a timely manner and the GCCA denies the transaction due to concerns about concentration, it will not be possible to register the transaction at the National Agency of Public Registry. If the notification is required, but not made, administrative fines may be imposed: the transaction may be suspended, registration actions may be blocked and the concentration may ultimately be prohibited or subject to mandatory remedies.

There is no applicable information in this jurisdiction.

There is no applicable information in this jurisdiction.

There is no applicable information in this jurisdiction.

There is no applicable information in this jurisdiction.

Preferential Tax Regimes

Georgia has an attractive preferential tax regime through the International Company status, designed primarily for software development, IT and marine-service businesses. This regime is available to Georgian-registered companies that are owned by foreign entities with at least two years of relevant operational experience.

To qualify, the company must perform its core income-generating activities physically from Georgia, employ qualified personnel, incur substantive operational costs locally, and provide the relevant services to customers abroad. Eligible activities include:

• software development;
• IT services;
• digital products; and
• specific ship management and technical maritime services.

This makes the regime particularly appealing for export-oriented technology and maritime groups. It has already attracted many international IT companies, which have relocated their employees to Georgia.

Georgia also has zero-tax Free Industrial Zones (FIZ) to support production companies and international trading (that goes through the process of warehousing of goods in FIZ).

Georgia provides a special preferential regime for individual entrepreneurs (sole proprietors). Under this regime, eligible individual entrepreneurs may obtain small business status and are subject to 1% personal income tax on annual turnover of up to GEL500,000. The regime is not available for certain regulated or professional activities, including legal, medical and consulting services, and it also does not apply to passive income such as rental income or royalties.

Restrictions

Foreign exchange regulation in Georgia is close to zero, but when a company is making payment locally for goods and services, including real estate, payments shall be made in local currency (Georgian lari). International payments can be made in any currency, both inwards and outwards. No special tax/regulatory commission applies for this.

Georgia applies an AML/CFT and sanctions framework aligned with the FATF standards and monitored by MONEYVAL, which has a direct impact on banking, capital movements and transaction structuring. UN Security Council sanctions are binding under Georgian law, while US sanctions administered by the OFAC are not formally adopted but are applied in practice by Georgian banks, particularly for USD-denominated or high-risk transactions.

Opening a bank account is often a tough and long process for Georgian companies owned by a foreign legal entity. The process requires full disclosure of ultimate beneficial owners (UBOs) and a number of documents, which is sometimes problematic, especially with venture funds and companies with many UBOs.

Non-citizens and firms owned by non-citizens (entities with less than 50% owned by Georgian citizens) are not allowed to possess ownership of agricultural land in Georgia.

From the perspective of anti-monopoly laws, certain transactions may be subject to merger control review by the Georgian National Competition Agency. Notification is required where statutory turnover thresholds are met, including in the following cases:

• acquisition of control;
• full-function joint ventures; or
• asset transfers.

Clearance must be obtained prior to implementation of the transaction. The regime applies irrespective of the nationality of the investor.

The main taxes applicable to business are:

• corporate income tax at a rate of 15% (not an annual tax – paid only upon profit distribution, or deemed profit distribution);
• dividend tax, interest tax and royalty taxes at a rate of 5%;
• value added tax at 18%;
• import tax at 5–12%; and
• property tax at 1%.

Payroll-related taxes are as follows:

• personal income tax at a rate of 20% (payments to employees/non-taxpayer contractors); and
• accumulative pension contribution of 2% paid by the employer (other 2% is paid on behalf of the employee) when the employee is a citizen of Georgia or holder of a permanent residence permit.

There is no big difference in taxation between varying corporate entities (LLC/JSC/Branch office); however, there is a special regime for individual entrepreneurs/sole proprietors (IE).

IEs are eligible to obtain small business status and pay just 1% personal income tax on turnover up to GEL500,000 per annum. However, this regime is forbidden for a number of activities, including legal services, medical services and consulting services. Also, it does not apply for income received from rental or royalties, etc. However, this regime is attractive for freelancers (IT, marketing, designers) from all over the world.

Dividends, interest and royalties are subject to 5% tax, for both domestic and international recipients (dividends paid between Georgian companies are exempt). However, Georgia has 58 double tax agreements (DTAs) and some of them fully exempt outwards dividend payments. Some such exemptions have requisite conditions of investment (eg, Georgia–Germany DTA requires EUR3 million investment made by company, owning at least 50% of Georgian subsidiary’s capital); some are granted without conditions (eg, Georgia–Cyprus DTA).

Georgia’s corporate income tax regime is not based on annual profit taxation. Instead, it follows an Estonian-model corporate tax system, under which corporate income tax is imposed only upon profit distribution or on certain deemed distributions. Undistributed and reinvested profits are not subject to corporate income tax.

Corporate tax is paid on:

• profit distribution;
• expense disbursement or other payment, not related to economic activity;
• supply of goods and/or services and/or money without consideration; and
• representative expenses exceeding threshold determined by the Tax Code.

As a result, many traditional profit-based tax planning techniques common in classical corporate tax jurisdictions are either irrelevant or significantly reduced in importance in Georgia. The principal tax mitigation strategies therefore focus on cash-flow management, transaction structuring and timing of distributions, rather than on accounting profit optimisation.

The main tax mitigation feature of the Georgian system is the ability to retain and reinvest profits without triggering corporate income tax. Capital expenditures, business expansion, working capital financing and operational reinvestments do not create a tax charge as long as profits are not distributed or treated as distributed under the Tax Code.

Traditional acquisition strategies aimed at achieving a “step-up” in depreciable asset basis are irrelevant for corporate income tax purposes, as depreciation deductions do not reduce taxable profit under the Estonian model. However, asset basis and depreciation remain relevant for financial reporting, exit valuation and future sale structuring, particularly where capital gains or asset transfers are contemplated.

Intercompany financing must be structured carefully, as excessive or non-arm’s length interest payments may be reclassified as deemed profit distributions, triggering corporate income tax at the time of payment.

Transfer pricing compliance and the substance of financing arrangements remain critical to avoid recharacterisation risks.

A foreign entity that operates in Georgia through permanent establishment (PE) or receives Georgia-sourced income is subject to corporate tax. Capital gains tax in Georgia is levied as corporate tax for foreign entity, at the rate of 15%. It might be exempt from corporate tax/capital gains tax under DTA, though.

Generally, the taxable base for corporate income tax purposes is the net gain, calculated as the difference between the aggregate Georgian-source income received during the calendar year and the deductions directly related to earning that income. The Tax Code specifies all Georgia-sourced income, including from the following:

• Georgian resident entity’s ordinary stocks/partner’s shares;
• real estate (including real estate owned through a legal entity); and
• non-monetary royalty-related assets.

Thus, normally, FDIs are subject to ordinary capital gains tax; however, often FDIs might be exempt from tax, based on DTAs.

At the same time, individuals (both residents and non-residents) are able to sell any of their Georgian assets capital gains tax free after two years of their ownership.

Transactions between a Georgian company and a foreign related entity/party (including all tax-haven entities, irrespective of their affiliation) must be conducted on an arm’s length basis. The Tax Code recognises standard OECD transfer pricing methods:

• comparable uncontrolled price (CUP);
• resale price;
• cost-plus;
• transactional net margin (TNMM); and
• profit split.

Taxpayers are required to maintain transfer pricing documentation substantiating pricing policies. The tax authorities are allowed to adjust taxable outcomes where pricing deviates from arm’s length standards, including by reclassifying excessive payments (eg, interest, royalties, service fees) as deemed profit distributions, triggering corporate income tax at 15%.

Georgia is a signatory to the OECD Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (MLI), and the MLI applies to Georgia’s covered tax agreements to the extent adopted by the relevant treaty partners. As a result, a number of Georgia’s double tax treaties have been modified by the MLI without bilateral renegotiation.

The most significant anti-avoidance impact of the MLI for foreign investors is the introduction of the Principal Purpose Test (PPT) into covered treaties. Under the PPT, treaty benefits (including reduced withholding tax rates or exemptions) may be denied if one of the principal purposes of an arrangement or transaction was to obtain treaty benefits, unless granting such benefits would be consistent with the object and purpose of the treaty. Accordingly, holding structures, financing arrangements and IP licensing models used for investments into Georgia must demonstrate the following:

• commercial rationale;
• economic substance; and
• genuine business purpose.

While Georgia has not opted for extensive limitation-on-benefits (LOB) clauses or mandatory arbitration across all treaties, the application of the PPT significantly strengthens Georgia’s treaty-based anti-avoidance framework. In practice, the MLI reinforces existing domestic principles such as substance over form, beneficial ownership and arm’s length pricing, increasing scrutiny of conduit and low-substance structures while maintaining Georgia’s overall reputation as an investor-friendly and exit-efficient jurisdiction.

Employment law in Georgia has undergone heavy legislative modification processes during the past 10–15 years. The Labour Code has become more in sync with the EU requirements. The law is extremely effective in protecting the employee, who is identified as the weaker party to the employment agreement. At the same time, the law provides strict guidance and establishes minimum requirements for businesses.

In most private commercial companies, especially those established for FDI purposes, employment relationships are governed primarily by individual employment contracts, not collective agreements.

Georgia does not have a mandatory works council system, regardless of the number of employees in the company.

It is important to note that the termination of an employment agreement is subject to very strict rules and must be based on valid statutory grounds. Courts actively review procedural fairness, evidence of legitimate grounds and proportionality. Unlawful termination may result in reinstatement or compensation.

Employee compensation for employment in Georgian companies normally comprises of the salary and bonuses. The salary itself is subject to taxes and some additional payments may exist, depending on the employer’s wishes and citizenship.

The tax applicable to salary payment is income tax – which is taxed at source and declared by the employer. The tax amount varies for different types of companies, under special tax regimes, but normally it is 20%. (For IT companies delivering IT services to international markets from Georgia, holding international company status, income tax of 5% applies.)

Employers should also be aware of pension schemes. They are the company’s administrative and (partly) financial burden. The obligation to be part of the pension scheme applies to employees who are Georgian citizens, or to those who hold Georgian permanent residence permits. The scheme is as follows:

• 2% is paid by the employee;
• 2% is paid by the employer; and
• an additional 2% (subject to some reservations) is paid by the government and added to the pension balance of the employee.

The salary may include payment of bonuses; these are subject to the same tax regime as salary. A director’s remuneration is taxed in the same manner as a regular employee’s salary.

All the above-mentioned payments are usually paid in a non-cash way (bank transaction). However, Georgian law permits payment of remuneration in several ways: cash, bank transaction or barter – here, it is apparent that making payments in cryptocurrency is also permitted, as such payment would be considered to be barter of assets.

In relation to payment by any of the above-mentioned methods, tax payments should occur on the same date as remuneration is paid to a physical person. It is important to note that the law requires that the salary be paid every month. It is not possible, according to the Georgian Labour Code, for the salary to be paid yearly or every other month. Remuneration for services provided by a physical person, or for rent paid to a physical person, is subject to the same regime as payment of salary – taxes should be withheld at source.

Option arrangements are allowed under Georgian law. Any other type of contractual payment system will function in Georgia as well.

Employee protections in the context of M&A transactions are governed by the Labour Code of Georgia. Article 50 sets out the rules that apply on the operation of an entity transfer.

The transfer of an enterprise is defined as the transfer of an enterprise or business or a part of an enterprise or business to another employer based on a transaction or law, which, among other things, includes the transfer of economic activity, during which its identity and/or essential similarity is preserved, and which involves the organised grouping of resources for the implementation of main and auxiliary economic activities.

Where the enterprise (or part of a business) is transferred to another employer as a going concern, employment relationships automatically transfer to the new employer. All existing rights and obligations under employment agreements remain in force. The acquirer becomes the new employer by operation of law and the employees do not need to sign new employment contracts (unless amendments are agreed).

The law directly prohibits termination of the employment contract by the transferor of the enterprise or the recipient of the enterprise on the basis of the transfer. However, this does not apply to the right to terminate the contract on the grounds specified in Article 47, clause 1, subclause “a” of the Law: in that case, where the business has economic circumstances or technological/organisational changes that make it necessary to reduce the workforce, termination is possible and permitted.

It should be noted that there are no statutory requirements to obtain employee consent in order to complete an acquisition; neither a pre-closing employee approval mechanism nor automatic collective bargaining approval. The business is free to negotiate and merge or be otherwise alienated, without the need of approval from employees.

Intellectual Property (IP) protection became a critical component of the Foreign Direct Investment (FDI) framework in Georgia, which operates a generally open economy with strong, Western-aligned IPR protections. As of 2026, Georgia has modernised its legal framework to align with EU standards and the WTO Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS).

IP matters to foreign investors in Georgia, but Georgia does not operate a separate, formal “IP‑focused” FDI screening regime. Instead, IP is considered as part of sectoral licensing, competition review, registration/recordal requirements and export‑control or national security checks that apply in certain regulated or strategic sectors. This issue is further regulated in the section on activities of licensable business activities categories.

Georgia has harmonised laws for patents, trade marks, copyright and related rights, plus procedural remedies. The National Intellectual Property Center (Sakpatenti) administers registrations and recordals. Moreover, Georgia is a party to major international IP agreements and implements TRIPS-consistent standards, so statutory protection and rights recognition are comparable to many market economies. Rights-holders can use administrative recordal, civil litigation (injunctions, damages), criminal sanctions for wilful infringement, and customs/border measures. Courts and specialised agencies (special investigation service under the ministry of finance and the revenue service of Georgia) handle IP disputes.

The legal basis for copyright protection and enforcement is solid for any interested subject because Georgia is a party/signatory to the following conventions and international agreements:

• Berne Convention;
• Rome Convention;
• WTO Performances and Phonograms Treaty (WPPT);
• WTO Copyright Treaty (WCT); and
• TRIPS Agreement.

There is no regulation in Georgian legislation that differs from conventions and international treaties. Accordingly, Georgian legislation does not provide for special exceptions. AI-generated works have not yet become the subject of discussion in Georgian courts. More specifically, the Georgian supreme court has not mentioned any definition that has prejudicial force.

Georgia has a dedicated personal data protection law and regulatory regime. It protects data subjects’ rights, regulates cross‑border transfers, and is enforced by a supervisory authority. The law is evolving and enforcement activity has been increasing, but its extraterritorial reach and penalty regime are more limited than EU‑style frameworks (eg, GDPR).

Georgia’s personal data protection is governed by a national Personal Data Protection Law and related secondary rules. A state supervisory authority (the national data protection regulator) oversees compliance, handles complaints, conducts investigations and can impose administrative measures. The law applies to processing of personal data carried out by controllers and processors established in Georgia. It also covers processing of personal data of Georgian data subjects where there is a clear connection to Georgia (eg, processing targeted at or concerning individuals in Georgia).

The Personal Data Protection Agency (PDPS) is the independent authority responsible for monitoring, conducting both scheduled and unscheduled inspections. According to the above-mentioned law, administrative liability includes fines for violations, such as failing to obtain consent for marketing, improper data processing, or failing to appoint a DPO. The Law of Georgia on Personal Data Protection (Registration code 010100000.05.001.020936) increased penalties significantly. Depending on the violation, turnover and aggravating circumstances, fines can range from GEL1,000 up to GEL20,000 per violation.