Shareholder Agreements in Georgia
A shareholder agreement should govern foreseeable changes in control, contribution, information and exit while the parties are still aligned enough to agree objective procedures.
What our shareholder agreements work covers
We prepare and negotiate shareholder and founder agreements for Georgian companies and joint ventures. Documents address voting, boards, reserved matters, funding, transfers, pre-emption, tag and drag rights, leavers, deadlock, confidentiality, IP, information and dispute mechanisms.
Legal and commercial context
A shareholder agreement is not a replacement for the charter. The two documents should be designed together because company-law effects, registry evidence and private contractual remedies may differ. A right that exists only in a private agreement may not operate like a restriction recorded in the company's constitutional framework.
The drafting should be tested against real scenarios: a founder stops working, an investor refuses a budget, new capital is needed, one party receives an offer, a group competitor seeks entry or the board is deadlocked. If the mechanism has no timetable, valuation method or executing party, it may fail when needed.
Scoping the decision, evidence and completion record
At the start of this instruction, counsel separates the immediate commercial decision from longer-term remediation. For shareholder agreements, the initial workstreams usually connect control, funding and transfers. They are sequenced around the first agreed step—interview the owners separately where needed and record agreed commercial principles.—so management knows which conclusion is needed now, which issue is a dependency and which improvement can follow after the transaction or operating decision.
The evidence file should remain intelligible to a director, investor, bank, auditor or regulator who was not present during the original discussions. It therefore links current charter and registry extract, cap table and ownership evidence, investment or subscription terms and business plan and funding model to the factual assumptions and applicable public sources. Counsel tests that record for risks such as agreement and charter conflict, reserved matters are undefined or too broad and transfer formula lacks valuation or timing and records unresolved points rather than silently treating them as confirmed facts.
Completion is defined by usable output, not the delivery of a generic memorandum. Depending on scope, the closing record will include shareholder term matrix, shareholder agreement and coordinated charter amendments and an implementation list showing approvals, signatories, filings, notices, owners and dates. Any conclusion that depends on tax, accounting, technical evidence or foreign law is identified with the responsible specialist and the date on which that dependency must be resolved.
Workstreams designed around the business decision
Control
Allocate voting, board appointment, quorum and reserved-matter rights.
Funding
Address initial contributions, future finance, dilution, defaults and shareholder loans.
Transfers
Create pre-emption, permitted-transfer, lock-up, tag, drag and competitor restrictions.
Founder matters
Link service, vesting or leaver consequences to clear events and proportionate outcomes.
Information and conduct
Define budgets, reporting, confidentiality, conflicts, related-party dealings and non-compete issues where lawful.
Exit and deadlock
Design escalation, valuation, sale and dispute routes that can actually be executed.
How the legal work is organised
- 1
Interview the owners separately where needed and record agreed commercial principles.
- 2
Review the charter, cap table, investment terms and existing obligations.
- 3
Prepare a term matrix covering governance, economics, transfers and exits.
- 4
Draft the agreement and coordinated charter changes; scenario-test disputed clauses.
- 5
Execute, register any required corporate changes and maintain accession documents for new owners.
Documents and evidence to prepare
The exact request is tailored to the matter. A first review commonly starts with:
- current charter and registry extract
- cap table and ownership evidence
- investment or subscription terms
- business plan and funding model
- founder employment or service terms
- IP assignment and licence documents
- existing options, pledges or transfer commitments
- tax advice on equity and exit mechanics
Risks we test
Legal review focuses on consequences that can affect authority, value, timing, compliance or enforceability:
- agreement and charter conflict
- reserved matters are undefined or too broad
- transfer formula lacks valuation or timing
- new shareholders are not required to accede
- founder and employee equity documents diverge
- deadlock clause creates leverage but no resolution
Typical deliverables
The agreed deliverable should help the company act, obtain approval and retain a reliable record of the decision.
Official public sources
These links are starting points for the current public legal framework. The operative consolidated text, amendments and facts should be checked when advice is given.