Georgia: A General Business Law Overview

Economic Context

Georgia occupies a strategically significant position at the intersection of Europe and Asia, with direct access to the Black Sea and an increasingly prominent role as a regional commercial corridor. In recent years, the country has demonstrated sustained economic growth, which continued through 2025, supported by resilient domestic demand, foreign investment, and increasing integration into global markets.

Independent institutions, including the International Monetary Fund and the Asian Development Bank, project real GDP growth of approximately 5-5.3% for 2026, underscoring sustained expansion relative to regional peers.

Foreign Investment Landscape

Unlike many jurisdictions, Georgia does not generally require national security or foreign investment clearance for M&A transactions. Georgian law provides for a liberal investment regime, and there is no overarching general foreign investment screening mechanism.

However, in certain regulated industries, foreign investors may be:

• restricted from operating; or
• permitted to operate only under specific conditions.

For instance, foreign individuals and foreign entities are restricted from holding a dominant interest in companies that own agricultural land in Georgia. However, the law provides an exception, allowing such ownership by foreign entities if the Government approves the investment plan of the investor and issues relevant approval.

In addition, as discussed below, certain M&A transactions may be subject to regulatory approval under Georgian law, irrespective of the purchaser’s nationality or place of incorporation, depending on the relevant market, the parties’ turnover and the transaction's value or structure.

Merger Control

Under Georgian law, there is no single regulatory body overseeing the execution of all M&A transactions. Several regulatory bodies have exclusive competence in their respective spheres. However, in some cases, authorities have shared competence.

The Georgian Competition and Consumer Agency (the “Agency”) is responsible for overseeing the concentration of the general market and compliance with competition law, unless an issue concerns a regulated market, in which case industry regulators have exclusive competence.

A mandatory prior notification to the Agency is required when, under the concentration, the aggregate annual income of its participants in the territory of Georgia, as reported for the preceding financial year in which the notification obligation arises, exceeds GEL20 million and, at the same time, the annual turnover of each of at least two participants in the concentration exceeds GEL5 million.

In recent years, several regulatory amendments have been introduced to strengthen the Agency's authority, including the power not only to impose sanctions (up to 5% of the turnover in the previous financial year) on the parties involved, but also to apply to the courts for the annulment of a concentration. With its expanded powers, the Agency has adopted an increasingly proactive approach to reviewing market concentrations. For instance, in the second quarter of 2025, the Agency reported that 7,976 concentrations were registered. Of these, the Agency determined that a notification obligation was likely applicable in only five cases, but had not been fulfilled by the parties. Accordingly, the Agency initiated proceedings against those parties.

The National Bank of Georgia (the “NBG”) is a regulatory body in the banking and financial sector. Under Georgian law, to acquire shares or execute a merger of banks, prior notice shall be given to the NBG to have the transaction approved. The same applies to the acquisition or the transfer of significant interests in regulated companies to other entities or natural persons.

The Georgian National Communications Commission (the “GNCC”) is a regulatory body in the communications sector. The GNCC supervises M&A deals and the sales of operating assets of companies in the communications sphere.

The Georgian National Energy and Water Supply Regulatory Commission (The “GNERC”) is a regulatory body in the energy, water and gas supply sectors. Under applicable legislation, regulated companies shall notify the GNERC in advance where 5% or more of shares, or 5% or more of the total value of operating assets, is transferred and/or where there is a change in the controlling person (UBO) that enables a resident natural or legal person of a third country to exercise control over the system operator and/or operating assets.

In the insurance sector, the State Insurance Supervision Service of Georgia is a regulatory body that shall be notified in advance of the purchase of a significant number of shares or of reorganisation or mergers of regulated companies.

M&A Market Trends and Sectoral Highlights

Throughout 2024–2025, Georgia’s M&A environment saw increased activity in the FMSG, insurance, banking, and infrastructure sectors, with companies pursuing strategic deals and local consolidation. Notable deals are outlined below.

• Georgia Capital PLC, the largest institutional investor in Georgia and listed on the London Stock Exchange, acquired a major stake in the Georgian insurance company ARDI in early 2024.
• In March–April 2024, Bank of Georgia Group PLC completed its acquisition of Ameriabank CJSC, a leading Armenian universal bank, after receiving regulatory and shareholder approvals. This marked a major cross-border acquisition by a Georgian financial institution, expanding its footprint into the Armenian market.
• In December 2024, the Dutch brewing company Royal Swinkels (formerly Royal Swinkels Family Brewers) finalised the acquisition of a controlling stake in the beer and distribution business of Georgia Capital PLC.
• Daily Group has expanded rapidly through key acquisitions: in August 2024, it acquired Foodmart LLC, bringing the SPAR and Ioli supermarket brands into its group, and in late 2024/early 2025, it acquired Retail Investment LLC (Magniti). Together with its existing Gvirila network, these deals created Georgia’s leading retail holding with over 1,600 stores.
• In January 2025, Georgia signed a landmark EUR6 billion investment agreement with UAE-based developers Emaar Properties/Eagle Hills to finance large-scale real estate and infrastructure development projects in key Georgian cities, including Tbilisi, Batumi, and Gonio.

Ongoing activity across sectors signals sustained investor interest, particularly where regulatory frameworks and market entry conditions are stable.