LAW OF GEORGIA ON ENTREPRENEURS

Law of Georgia

on Entrepreneurs

Article 1. Scope of Application of the Law and Principle of Dispositivity 1. This Law regulates the legal forms of an entrepreneur, the procedures for their establishment and registration, and matters related to their activities. If the said procedure or matter is regulated differently by another legislative act or by a corresponding legal act of the National Bank of Georgia adopted/issued on the basis of another legislative act, that other legislative act/corresponding legal act of the National Bank of Georgia shall apply.🔗

2. The charter or partnership agreement of a general partnership, limited partnership, limited liability company, or cooperative may establish rules different from those established by this Law, except where, based on the content and purpose of the norm, it is clear that it is mandatory.

3. The charter of a business company (hereinafter – the charter) may also regulate matters that are not regulated by this Law, or may expand those norms of this Law that do not regulate the relevant matters exhaustively.

4. Rules different from those established by this Law may be established by the charter of a joint-stock company or by a shareholders' agreement only in cases and within the limits permitted by law.

Article 2. Concept of Entrepreneur 1. A natural person or legal person that has an enterprise shall be considered an entrepreneur.🔗

2. An enterprise is an organized system for carrying out entrepreneurial activity. Entrepreneurial activity is lawful, not one-time, independent, and organized activity carried out for the purpose of making a profit.

3. Entrepreneurial activity may be carried out in the form of an individual entrepreneur or a business company. A general partnership, limited partnership, limited liability company, joint-stock company, and cooperative are business companies.

4. A business company is a legal person.

5. An individual entrepreneur is not a legal person. In business relations, he/she exercises his/her rights and performs his/her duties as a natural person. An individual entrepreneur shall be personally liable to a creditor for obligations arising from entrepreneurial activity with all of his/her property, unless otherwise provided by an agreement between the individual entrepreneur and the creditor (except for standard terms of a contract defined by the Civil Code of Georgia).

Article 3. Activities not considered entrepreneurial activity🔗

1. The artistic, scientific, medical, architectural, advocacy, arbitration, mediation, notarial, audit or consulting (including tax consultants') activity of natural persons, activity as a patent attorney, as well as the use by natural persons or legal entities or other organisational formations of a micro-power plant connected to the electricity distribution network in accordance with the procedure established by the relevant legislation shall not be considered entrepreneurial activity.

2. The agricultural or forestry activity of natural persons shall not be considered entrepreneurial activity, except where at least 5 persons who are not family members of the owner of the production are permanently employed for its performance. In such case, for the performance of the activity, the establishment of the legal form of an entrepreneur shall be necessary.

3. Unless otherwise provided by a special law, natural persons performing the activity provided for by paragraph 1 of this Article — representatives of a free profession — may use the legal forms of an entrepreneur defined by this Law.

Law of Georgia of 15 May 2024 No. 4168 – website, 29.05.2024.

Article 4. Founding documents of an entrepreneurial company and their form 1. For the establishment of an entrepreneurial company, a founding agreement of the entrepreneurial company shall be necessary.🔗

2. The founding agreement of an entrepreneurial company shall be drawn up in written form and shall be signed by all founding partners of the entrepreneurial company.

3. The signature on the founding agreement of an entrepreneurial company shall be certified by notarial procedure. Notarial certification of the signature shall not be mandatory if it is duly certified by a Legal Entity of Public Law operating in the field of governance of the Ministry of Justice of Georgia — the National Agency of Public Registry (hereinafter — the registering authority) or by another administrative body or other person authorised by the registering authority, or if the signature is executed in accordance with the Law of Georgia "On Electronic Document and Electronic Trust Services".

4. Representative authority requires notarial certification or the execution of the signature in accordance with the Law of Georgia "On Electronic Document and Electronic Trust Services".

Article 5. Foundation Agreement of an Entrepreneurial Company 1. The foundation agreement of an entrepreneurial company contains the charter and the data provided for by this Article.🔗

2. The foundation agreement of an entrepreneurial company of any legal form, together with the charter, shall contain the following data:

a) the company name of the entrepreneurial company;

b) the legal address of the entrepreneurial company;

c) the identification data of each partner/founder − name, surname, residential address and personal number, and if the partner is a legal person − its company name, legal address and identification number;

d) the identification data and term of authority of the person authorized to manage and represent the entrepreneurial company, and, if a supervisory board exists, also of the member of the supervisory board, if such a term is defined;

e) if a general commercial representative exists − his identification or registration data, as well as the term of his authority;

f) if a manager of a partner's share exists − his identification or registration data;

g) of the person authorized to manage and represent the entrepreneurial company, if a supervisory board exists − also the number of members of the supervisory board and the procedure for their appointment and dismissal, if these matters are regulated differently from this Law, as well as the authority of the said members;

h) if a form of representation different from the joint representation provided for by paragraph 2 of Article 42 of this Law exists − its description.

3. If no charter developed by the founders exists, the standard charter shall be considered part of the foundation agreement of the entrepreneurial company.

4. The foundation agreement of a limited partnership shall additionally contain information as to which partner is a limited partner, and information on the amount of his contribution.

5. The foundation agreement of a limited liability company shall additionally contain the following information:

a) the number of shares issued by the limited liability company for consideration, regardless of whether the entrepreneurial company has received the consideration (placed share), as well as the partners' share participation in the capital. They shall be expressed as percentages and their sum shall amount to 100 percent;

b) if any, the maximum amount of capital at the moment of foundation within which the limited liability company may in the future adopt a decision on the placement of shares (authorized capital);

c) if any, the number of shares issued at the moment of foundation, as well as information on the redistribution of the partners' existing shares and percentage participation in the capital in the event of their placement;

d) if any, the nominal value of the shares;

e) a special condition restricting the alienation of interests, where such a restriction exists;

f) the information provided for by subparagraphs “d” and “e” of this paragraph in relation to each class of interests.

6. The founding agreement of a joint-stock company shall additionally contain the following information:

a) the amount of the issued capital as of the moment of registration of the joint-stock company;

b) the maximum amount of capital within which the joint-stock company may in the future adopt a decision on the placement of shares (authorised capital), as well as the nominal value of the shares (if any);

c) the nominal value of the shares issued as of the moment of founding of the joint-stock company (if any) and their number, and in the case of shares issued without nominal value − their number;

d) a special condition restricting the alienation of shares, where such a restriction exists;

e) the information provided for by subparagraphs “c” and “d” of this paragraph in relation to each class of shares;

f) the amount of the paid-up part of the capital issued as of the moment of founding of the joint-stock company (paid-up capital);

g) the nominal value of the shares issued in exchange for a non-monetary contribution, and in the case of shares issued without nominal value − their number, the type of contribution and the name/designation of the person obliged to make the contribution;

h) the existing or estimated expenses related to the founding of the joint-stock company, as well as to obtaining a licence/permit, which the joint-stock company must incur;

i) the economic benefit received or to be received from the joint-stock company by persons participating in the performance of actions related to the founding, as well as to obtaining a licence/permit.

7. The founding agreement of a cooperative shall additionally contain information on the nominal value of the participation share.

8. A change to the data/information provided for by subparagraphs “a”, “b”, “g” and “h” of paragraph 2 of this article, by subparagraphs “b” and “c” of paragraph 5, and by paragraphs 6 and 7 requires adoption by the majority required for a decision to amend the charter.

9. In the case of a natural person who does not hold Georgian citizenship or a legal entity of a foreign state, the founding document of an entrepreneurial company shall contain equivalent data established for a citizen of Georgia or for an entrepreneurial company registered in Georgia, which are used for the identification of a person during the performance of notarial acts in Georgia.

10. The legal address of an entrepreneur is his/her physical address in the territory of Georgia

Article 6. Charter 1. The charter of a business company of any legal form shall contain at least the following information:🔗

a) the legal form of the business company;

b) the object of activity of the business company. Both general entrepreneurial activity and a specific object of activity may be indicated as the object of activity;

c) a restriction agreed among the partners relating to the right of ownership of a share, if such an agreement exists;

d) information on the existence of an agreement among the partners, if such an agreement exists.

2. Standard charters shall be approved by the Minister of Justice of Georgia (hereinafter – the Minister) according to the legal forms of business companies. Making a change to a standard charter or repealing it by the Minister shall not give rise to the need to amend the charter of a business company that had used the standard charter in force at that time for registration purposes, except where the reason for making a change to the standard charter or repealing it is a corresponding amendment to a law that obliges the business company to ensure that its charter complies with an imperative requirement of the law.

Article 7. Partner of a business company 1. A partner of a business company is a person who owns a share in the business company (in the General Part of this Law, the term “partner” includes a partner of a general partnership, a limited partnership, a limited liability company, a shareholder of a joint-stock company, and the owner of a share in a cooperative).🔗

2. A partner of a business company may be either a natural person or a legal person, as well as a registered, independent organizational formation without the status of a legal person that is capable of acquiring rights and assuming obligations in its own name.

3. Restrictions on the acquisition of the right of ownership of a share may be imposed in cases directly provided for by law or by the charter.

Article 8. Registration of an Entrepreneur 1. Registration of an entrepreneur is mandatory. Registration of an entrepreneur includes both state registration and tax registration. Registration of an entrepreneur shall be carried out by the registering authority.🔗

2. The registering authority shall electronically send information on the registration of data kept in the Register of Entrepreneurs and Non-Entrepreneurial (Non-Commercial) Legal Entities (hereinafter – the Register), on amendments to registered data and on their cancellation, to the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia – the Revenue Service.

3. Only a partner/founder of a solidarity liability company, a limited partnership, or a limited liability company shall be registered in the Register.

4. The body authorised to create the said data and documents, as determined by this Law and/or the founding agreement of the entrepreneurial company, shall be responsible for the authenticity of the data and documents submitted to the registering authority, for the correctness of their content and for compliance with the creation procedures. The registering authority shall be responsible only for the mutual consistency and security of the registered data and of the registration and other documents kept with that authority.

5. The procedure for maintaining the Register and the conditions of registration shall be determined by the Law of Georgia on the Public Register, by the Order of the Minister of Justice of Georgia on approval of the Instruction on the Registration of Entrepreneurs and Non-Entrepreneurial (Non-Commercial) Legal Entities (hereinafter – the Instruction), and by other normative acts.

6. An entrepreneur shall be considered to have come into existence from the moment of registration in the Register.

7. The decision of the registering authority on the registration of an entrepreneur shall enter into force upon its placement on the unified electronic portal of the registering authority.

Article 9. Precondition for Registration of an Entrepreneurial Company 1. For the registration of an entrepreneurial company, the following shall be submitted to the registering authority:🔗

a) the founding agreement of the entrepreneurial company;

b) the consent of each person authorised to manage and represent the entrepreneurial company to perform the said function, except where their will is expressed in the founding agreement of the entrepreneurial company.

2. Other preconditions for the registration of an entrepreneurial company may also be established by the legislation of Georgia.

Article 10. Liability for actions carried out in the name of an entrepreneurial company before its registration 1. For obligations assumed in its name before the registration of an entrepreneurial company, the founding partners of the entrepreneurial company and the persons who carried out the action which gave rise to these obligations shall be liable directly and without limitation, as joint and several debtors, unless otherwise agreed with the creditor.🔗

2. Rights acquired and obligations assumed in its name before the registration of the entrepreneurial company shall, in the event of approval by the entrepreneurial company, become the rights and obligations of the entrepreneurial company. In such case, the founding partners of the entrepreneurial company and the persons who carried out the action which gave rise to the said rights and/or obligations shall be released from these obligations, unless otherwise agreed with the creditor.

Article 11. Registration of an individual entrepreneur 1. For registration as an individual entrepreneur or for registration of a change, a natural person shall submit to the registering authority a written application requesting registration as an individual entrepreneur or registration of a change and an identity document of a citizen of Georgia, and if the applicant is a stateless person or a citizen of a foreign state – an identity document used for identification of a person during the performance of notarial acts.🔗

2. The application provided for by paragraph 1 of this Article shall contain the following data:

a) the applicant's name;

b) the applicant's legal address;

c) the applicant's personal number, and if the applicant is a stateless person or a citizen of a foreign state – the identification data of the identity document submitted by him/her;

d) the applicant's signature.

3. The right to submit an application to the registering authority for registration as an individual entrepreneur or for registration of a change shall also be held by natural persons lawfully residing in the occupied territories defined by the Law of Georgia "On Occupied Territories" – in the territories of the Autonomous Republic of Abkhazia and in the Tskhinvali region (in the territories of the former South Ossetian Autonomous Oblast), who are registered in accordance with the procedure established by the legislation of Georgia and who have been assigned a personal number.

4. The procedure for registration as an individual entrepreneur of the natural persons provided for by paragraph 3 of this Article shall be determined by an instruction.

Article 12. Registration of Changes to Registered Data 1. Changes to the data provided for by Articles 5 and 6 of this Law shall be registered in the Registry.🔗

2. Changes to registered data shall be effected on the basis of an application by the person authorized to manage and represent the business company, unless otherwise provided by the charter or by the transaction submitted as the basis for registration of this change. In the case provided for by the Law of Georgia on Copyright and Related Rights, a request for a change of the firm name of a business company may also be submitted by the Legal Entity of Public Law − the National Intellectual Property Center of Georgia − Sakpatenti.

3. In addition to the application of the person provided for by paragraph 2 of this Article, the change of the data provided for by subparagraph "c" of paragraph 2 of Article 5 of this Law in the case of alienation of a share may also be effected on the basis of a request of the partner alienating the share or of the acquirer, and in the case of inheritance − on the basis of a request of the heir/heirs. The change of the data provided for by subparagraph "d" of paragraph 2 of Article 5 of this Law may also be effected on the basis of a request of any partner. The change of a partner's share participation in the capital of a business company subject to registration, as well as the change of the data provided for by subparagraph "f" of paragraph 2 of Article 5 of this Law, may also be effected on the basis of an application of the respective partner.

4. Unless another rule is established by the founding agreement of the business company, the amendment to the charter shall be signed by the chairperson of the general meeting of partners/general meeting of shareholders/general meeting of members of the cooperative (hereinafter − the general meeting). If a notary attends the general meeting, the notary shall also draw up and sign the minutes of the general meeting. Unless otherwise provided by the founding agreement of the business company, the signatures of the partners on the amendment to the charter or its new wording shall not be required. The rule established by paragraph 3 of Article 4 of this Law shall apply to the certification of an amendment to the charter.

5. A transaction submitted for effecting a change to registered data shall be certified in accordance with the rule established by paragraph 3 of Article 4 of this Law.

6. In the case of a request to make a change to the founding agreement of a business company, the consolidated text of the founding agreement shall be submitted to the registering authority together with the text of this change. A defect in the submitted consolidated text shall be a circumstance impeding registration.

7. A change to an entrepreneur's registered data shall be effected in accordance with the Law of Georgia on Public Registry and other normative acts.

8. Preliminary registration of the right of ownership to a share shall be effected in accordance with the procedure established by the Law of Georgia on Public Registry for preliminary registration of a right to an immovable thing.

9. If, in a general partnership, a limited partnership or a limited liability company, a person acquiring a share, together with the registration of the ownership right, requested the implementation of such a change in respect of which, as the owner of the share, he/she could have taken a decision on the matter underlying it, the decision shall be deemed to have been taken by the authorised person after his/her registration as the owner of the share.

10. In order to effect a change in the data provided for by paragraph 1 of this Article of an authorised investment company as defined by the Law of Georgia “On Investment Funds”, the interested person shall submit the consent of the National Bank of Georgia, except in cases determined by a legal act of the National Bank of Georgia.

11. A change to the registered data of a commercial bank under resolution regime shall be registered in the register immediately on the basis of an application by the National Bank of Georgia.

Law of Georgia of 3 July 2023 No. 3452 – website, 25.07.2023.

Article 13. Publicity of the register and obligation to publish information 1. The data registered in the register shall be public. Any person shall have the right to access the data registered in the register and to receive an extract from the registering authority.🔗

2. An extract shall be issued within the period determined by a Resolution of the Government of Georgia for the preparation of an extract and after payment of the established fee. An extract shall be prepared on the basis of the data of the register, the public-law restriction register, the tax lien/mortgage register, the register of rights in movable things and intangible property assets, and the debtors register, and shall reflect the data in force at the time of preparation of the extract concerning the registered subject.

3. Electronic copies of the documents submitted in the registration process shall be placed on the unified electronic portal of the registering authority and shall be accessible to any person without payment of a fee. A registration request shall be deemed to be a declaration of consent by the data subject to the processing of personal data in accordance with this Article.

4. In the cases provided for by this Law or the charter, the placement of information or a document on a fact on the unified electronic portal of the registering authority shall be deemed to be publication.

5. Apart from the other cases provided for by this Law, the following shall be published:

a) the data registered in the register and all changes made thereto;

b) at least once a year – the amount of the issued capital of a joint-stock company, if this data is registered in the register.

6. The person authorised to manage an entrepreneur or a branch of an entrepreneur registered abroad shall be responsible for providing to the register the data subject to publication as provided for by this Law. Administrative liability for failure to fulfil this obligation shall be determined by the legislation of Georgia.

Article 14. Presumption of accuracy and completeness of the Register data 1. The presumption of accuracy and completeness applies to data registered and published in the Register.🔗

2. In relations with a third party, an entrepreneur may rely on data registered in the Register only after their publication, except where the entrepreneur proves that the relevant fact or document was known to the third party.

3. Within the framework of relations with a third party that arose within 15 days from the registration and publication of the data, reliance on registered and published data is permissible, except where the third party proves that it did not know and could not have known about the relevant fact and document.

4. A third party has the right to rely on data whose registration and publication procedure has not been completed, except where such data enters into force only after their registration and publication.

5. In the case of the appointment to office of a person authorized to represent a business company and the proper registration and publication of data about that person, reliance on a defect related to that person's appointment to office in relations with a third party is inadmissible, except where the business company proves that this defect was known to the third party.

Article 15. Branch of an Entrepreneur 1. An entrepreneur may establish a branch. This branch is not a legal entity. A branch of an entrepreneur registered in Georgia shall not be registered.🔗

2. An entrepreneur registered in a free industrial zone may, in accordance with paragraphs 5–9 of this article, establish a branch outside the free industrial zone.

3. An entrepreneur registered outside a free industrial zone may, in accordance with paragraphs 5–9 of this article, establish a branch in a free industrial zone.

4. All documents required for registration of a branch of an entrepreneur registered abroad shall be submitted to the registering authority in a form certified in accordance with the legislation of Georgia.

5. An application for registration of a branch of an entrepreneur registered abroad shall contain the following data:

a) the entrepreneur's company name;

b) the entrepreneur's legal address;

c) the entrepreneur's principal place of activity;

d) the entrepreneur's legal form and the country whose legislation applies to the entrepreneur's registration;

e) the name of the body of the foreign country by which the entrepreneur is registered, and the registration number, if under the legislation of that country registration is mandatory or is not mandatory, but the entrepreneur is registered;

f) the branch's company name, which consists of the entrepreneur's company name and the addition "Branch" or "a company name different from the entrepreneur's company name";

g) the branch's legal address;

h) identification data of the branch head and the scope of his/her representative authority. If the branch has several persons with representative authority, it shall be indicated whether they represent the branch jointly or separately;

i) the subject of activity of the entrepreneur and also of the branch. When indicating it, the norms established by this Law regarding the determination of the subject of activity of an enterprise by the charter shall apply;

j) if any, the amount of the placed capital of the business company as at the moment of registration of the branch.

6. The following shall be attached to the application for registration of a branch of an entrepreneur registered abroad:

a) a document confirming the entrepreneur's registration, certified in accordance with the legislation of Georgia;

b) the constituent documents and charter of the business company, certified in accordance with the legislation of Georgia;

c) a document establishing the identity and identification data of the person authorized to manage and represent the business company, as well as information on his/her appointment to the position and the expiry of his/her authority. This document shall contain an indication whether the person represents the branch as a member of a body of the business company or as a permanent representative of the business company in connection with the branch's activity;

d) the decision of the entrepreneur (the respective person/body authorized to manage it) on the establishment of the branch, certified in accordance with the legislation of Georgia;

e) the consent of the person to be appointed as head/representative of the branch.

7. Where a branch of a joint-stock company or a limited liability company exists, the branch shall be obliged to publish, or post on the website of the entrepreneurial company/branch, the financial statements/consolidated statements of the entrepreneurial company, which are prepared, audited and published in accordance with the legislation of the country of registration of the entrepreneur.

8. The person authorised to head the branch shall be obliged to notify the registering authority of any change in any data mandatory for registration under this Article, as well as of the closure of the branch, the dissolution of the entrepreneurial company, the commencement and completion of its liquidation procedure, the identity of the liquidators, their appointment to office and the expiry of their powers, the opening and completion of insolvency proceedings, and the cancellation of the entrepreneur's registration.

9. Termination of the existence of the entrepreneur shall also terminate the existence of its branch.

Article 16. Firm name of an entrepreneur 1. The firm name of an entrepreneur is a name registered as such in the register and by which the entrepreneur carries out activities.🔗

2. The first name and/or surname of an individual entrepreneur or a partner of a business company may be used as the firm name of an entrepreneur. It is also possible to choose a firm name according to the subject of activity of the business company or for it to be a product of fantasy, subject to the conditions established by paragraphs 5–8 of this article.

3. The firm name of an entrepreneur shall contain an addition denoting its legal form:

a) in the case of an individual entrepreneur – “individual entrepreneur” or “ind. entrepreneur”;

b) in the case of a general partnership – “general partnership” or “GP”;

c) in the case of a limited partnership – “limited partnership” or “LP”;

d) in the case of a limited liability company – “limited liability company” or “LLC”;

e) in the case of a joint-stock company – “joint-stock company” or “JSC”;

f) in the case of a cooperative – “cooperative” or “Coop.”.

4. If in a general partnership or a limited partnership the personally liable person is only a company whose partners' liability is limited, its firm name shall contain the addition “limited liability GP” or “limited liability LP”.

5. The firm name of an entrepreneur (except for an individual entrepreneur) shall differ from the firm name of an already registered entrepreneur. The firm name of an entrepreneur shall be changed or an addition shall be appended to it if this is necessary to distinguish this name from the firm name of another entrepreneur.

6. The firm name of an entrepreneur shall be in the Georgian language.

7. The firm name of an entrepreneur shall not contain such graphic symbols as do not have a sound or verbal equivalent established by language norms.

8. It is inadmissible to use in the firm name of an entrepreneur:

a) such a word or phrase that contains approval of the overthrow or violent change of the constitutional order of Georgia, infringement of the country's independence, violation of its territorial integrity, and/or calls for this, or that serves to incite national, regional, religious or social enmity in the country, or approval and/or propaganda of war, terrorism, violence and/or violation of Georgian legislation;

b) such a word or phrase that incites enmity on the grounds of race, skin colour, language, sex, religion, political or other opinion, national, ethnic or social belonging, origin, property or rank status, profession, place of birth, place of residence, family status, sexual orientation, health status, disability or other grounds, and also contradicts public order and generally recognised norms of morality;

b¹) the words: "organization managing property rights on a collective basis" or another word combination using these words, except for an organization managing property rights on a collective basis accredited in accordance with the Law of Georgia "On Copyright and Related Rights";

c) such an addition as may mislead a third person and/or cause error and/or misunderstanding in relation to the legal form of the entrepreneur, the scope or nature of the activity and/or the content of relations between the partners;

d) wording identical or similar to the name of a state, of an organ (institution) of the Autonomous Republic of Abkhazia, the Autonomous Republic of Adjara or a municipality, of a legal entity of public law established in accordance with the Law of Georgia "On Legal Entities of Public Law", of another organ exercising public-law authority, or of a political union of citizens, except for legal entities founded by these persons and/or existing with their share participation;

e) wording identical or similar to the name of another legal entity registered in Georgia, without the consent of this person;

f) wording identical or so similar to the firm name of a person generally known in Georgia as may cause confusion, without the consent of this person;

g) a word or word combination designating the position of an official as defined by paragraph 1 of Article 2 of the Law of Georgia "On Combating Corruption";

h) a word or word combination identical or similar to a term designating a military rank or a special state rank and/or diplomatic rank defined by the legislation of Georgia;

i) an obscene or insulting word or word combination;

j) the name of a natural person, without his/her written consent;

k) the name of a natural person for not less than 30 years after his/her death, except where there is written consent of the heir of this person to the use of his/her name.

9. The registering authority shall verify, on the basis of the relevant databases, compliance with the conditions established by this Article. If the information available to the registering authority proves insufficient, it is entitled to require the interested person to submit additional information/documents in order to confirm the absence of the circumstances provided for by this Article.

10. A person who unlawfully uses the firm name of another legal entity shall, on the basis of a demand of the authorized person, cease such use and compensate the damage caused by the unlawful use. A business company may demand from the infringer, instead of compensation for the said damage, the transfer to the business company of the benefit obtained from the unlawful use of another legal entity's firm name, or the assignment of the right to obtain such benefit.

Law of Georgia of 30 November 2022 No. 2205 – website, 15.12.2022.

Law of Georgia of 3 July 2023 No. 3452 – website, 25.07.2023.

Law of Georgia of 2 April 2025 No. 435- website, 04.04.2025.

Article 17. Business letter and website 1. All business letters of a limited partnership, a limited liability company, a joint-stock company shall indicate at least the following data:🔗

a) company name;

b) legal address;

c) identification number.

2. When indicating capital in a business letter, this data shall relate to the issued capital and its paid-up part.

3. An entrepreneurial company in the process of liquidation shall indicate in a business letter, together with the company name, the addition "in the process of liquidation". The same rule applies to a person in the process of insolvency proceedings. This person shall also be obliged to indicate "in the process of insolvency" or to indicate the specific insolvency regime — "in the rehabilitation regime" or "in the bankruptcy regime".

4. All business letters of a branch of a foreign entrepreneurial company shall also indicate the body registering the branch and the registration number.

5. All data indicated in a business letter shall also be indicated on the website of the entrepreneurial company (if any).

6. The requirements of this Article apply to business letters drawn up in both material and electronic form.

7. For failure to fulfil the obligation provided for by this Article, the administrative liability of the person authorised to manage shall be determined by the legislation of Georgia.

Article 18. Procedure for delivery of a notification of the registering body 1. A notification of the registering body shall be deemed delivered upon the entrepreneur's becoming acquainted with it, from the moment of delivery to the legal address or on the 15th day after it is placed at the electronic address, unless it is confirmed that the addressee became acquainted with the notification placed at the electronic address earlier.🔗

2. An electronic address is the authorised user page of the entrepreneur assigned to the entrepreneur by the registering body within the framework of the unified electronic portal for the purposes of communication between the entrepreneur and the registering body and the provision of electronic services to the entrepreneur.

3. For determining the standard of the legal address and the electronic address and for registration in accordance with this standard, the rules established by this Law, the Law of Georgia "on the Public Registry" and the instruction shall apply.

Article 19. One-person entrepreneurial company 1. A limited liability company or a joint-stock company may be founded by one person.🔗

2. After the registration of a limited liability company or a joint-stock company, in the event of the transfer of all shares/stocks into the ownership of one partner, this entrepreneurial company becomes a one-person entrepreneurial company. Information about this and the partner’s identification data, in the case of a limited liability company, shall be reflected in the register, and in the case of a joint-stock company — in accordance with the procedure established by Article 162 of this Law and shall be publicly available.

Law of Georgia No. 3720 of 16 November 2023 – website, 07.12.2023.

Article 20. Obligation to observe the written form 1. If an entrepreneurial company has a sole partner, he/she shall exercise the powers of the general meeting. A decision adopted within the scope of these powers shall be drawn up in writing.🔗

2. A contract between an entrepreneurial company and its sole partner shall be concluded in writing, except when the contract is concluded in the ordinary course of business.

Article 21. Concept of contribution A contribution is property transferred into the ownership of an entrepreneurial company, the economic value of which is reflected in the balance sheet of the entrepreneurial company.🔗

Article 22. Subject of contribution The subject of a contribution is a property benefit, the obligation to transfer which to the entrepreneurial company (obligation to make a contribution) is assumed by a future or existing partner of the entrepreneurial company in exchange for acquiring a share in the capital of the entrepreneurial company or increasing its value.🔗

Article 23. Types of contribution The obligation to make a contribution may be performed by payment of money (monetary contribution) or by transfer of another tangible or intangible property benefit (non-monetary contribution). Performance of work or provision of services may be the subject of a non-monetary contribution.🔗

Article 24. Procedure and time limit for making a contribution 1. A contribution shall be made in accordance with the procedure established by law and the charter and within the established time limit.🔗

2. A monetary contribution shall be considered made from the moment the money/amount is credited to a bank account opened by the entrepreneurial company.

3. A non-monetary contribution shall be considered made from the moment of performance of the actions established by the legislation of Georgia necessary for the transfer of the right of ownership.

4. If, at the time of making a non-monetary contribution, its value is less than the amount of the agreed contribution, the partner shall be obliged to make up the value of the agreed contribution in monetary form.

5. If, in a general partnership, a limited partnership or a limited liability company, the value of a non-monetary contribution at the time of its making exceeds the amount of the agreed contribution, the partner shall be entitled to demand the return of the difference in monetary form, and the company shall be entitled to defer performance of this obligation for not more than 1 year, unless the parties agree otherwise.

Article 25. Organizational support for making a contribution 1. The body authorized to manage the entrepreneurial company shall ensure the assessment of the compliance of the value of a non-monetary contribution with the amount of the contribution and the organization of the performance of the obligation to make the contribution.🔗

2. At the request of a partner, the body authorized to manage the entrepreneurial company shall issue a written statement on the making of the contribution, in particular, on the obligation to make the contribution, its performance or partial performance, as well as on the terms and conditions of performance of this obligation.

3. The body authorized to manage the entrepreneurial company shall be liable for the culpable inaccuracy of the statement on the making of the contribution

Article 26. Liability of a partner 1. A limited partner of a limited partnership, a partner of a limited liability company, a joint-stock company, or a cooperative shall not be liable to a creditor for the obligation of the entrepreneurial company.🔗

2. By way of exception, a limited partner of a limited partnership, a partner of a limited liability company, a joint-stock company, or a cooperative shall be personally liable to a creditor of the entrepreneurial company if he/she abuses the legal form of limitation of liability and the entrepreneurial company is unable to satisfy the creditor's claim.

Article 27. Inadmissibility of release from the obligation to make a contribution It shall be inadmissible to release a limited partner of a limited partnership, a partner of a limited liability company, a joint-stock company, or a cooperative from the obligation to make a contribution, except in the case provided for by this Law.🔗

Article 28. Concept of the placed capital of an entrepreneurial company The placed capital of an entrepreneurial company is the monetary amount determined by the entrepreneurial company. The placed capital shall be equal to the sum of the nominal values of the placed shares of the entrepreneurial company, and if the entrepreneurial company has also placed shares without nominal value, the placed capital shall exceed the sum of the nominal values of the placed shares. If an entrepreneurial company (except a joint-stock company) has placed only shares without nominal value, the placed capital may be determined in any amount.🔗

Article 29. Share A share is a right that implies a person's participation in the capital of an entrepreneurial company and to which rights and obligations are attached. A share is an object of ownership.🔗

Article 30. Disposal of a Share 1. A partner shall have the right to freely dispose of its own share in an entrepreneurial company, unless restrictions related to the disposal of a share are established by Georgian legislation, the charter, or an agreement of the partners of the entrepreneurial company. Prohibition of the transfer of a share shall be inadmissible.🔗

2. If a share in an entrepreneurial company is in the co-ownership of several persons, they shall be considered co-partners. In this case, the rights related to the share may be exercised by one of the co-partners designated by them or by a third person. These persons shall be considered joint creditors. In the aforementioned case, the norms of the Civil Code of Georgia on co-ownership and/or joint rights shall apply.

3. If the co-partners or heirs cannot agree on the management of the share by a majority of votes, on the basis of an application of the entrepreneurial company or a co-partner or one of the heirs, the court shall appoint a manager of the share, who shall be vested with all rights related to the share.

4. The Government of Georgia shall adopt a decision on the purchase/redemption, in accordance with the procedure established by the Law of Georgia "On Entrepreneurs", of the shares/stock of an enterprise operating with the share participation of the State, the Autonomous Republic of Abkhazia or Adjara.

Article 31. Right to Receive Dividends 1. Taking into account the rules established by this Law, on the basis of a decision on the distribution of the profit/property of the entrepreneurial company, a partner shall have the right to receive an annual or interim dividend.🔗

2. A general prohibition on the payment of dividends in a limited partnership, a limited liability company, a joint-stock company, or a cooperative shall be inadmissible.

3. Dividends shall be determined in proportion to the shares of the partners of the entrepreneurial company, unless otherwise provided by law, the charter, or an agreement of the partners of the entrepreneurial company.

Article 32. Return of a Paid Dividend The return of a paid dividend shall be inadmissible, as shall a demand for the return of a paid dividend, except in the case where the partner receiving the dividend, at the time of its receipt, knew or should have known that the norms established by law or the charter were violated during the distribution of the dividend.🔗

Article 33. Restriction on the Payment of Dividends An entrepreneurial company shall not have the right to pay dividends if this will cause the insolvency of the entrepreneurial company.🔗

Article 34. Principle of Consideration of the Lawful Interests and Rights of Others and of Equality of Rights 1. When exercising its rights, a partner shall take into account the lawful interests and rights of the entrepreneurial company and the remaining partners.🔗

2. Under equal conditions, partners shall have equal rights and obligations. An exception to this principle shall be permitted only if it is directly provided for by this Law or the charter and is necessary, proceeding from the interests of the entrepreneurial company.

3. The charter may determine shares and different rights and obligations independently of the partners' contributions.

Article 34¹. Issue of debt securities by an entrepreneurial company 1. An entrepreneurial company is entitled to issue debt securities. The rights and obligations of the holders of debt securities towards the entrepreneurial company shall be determined by the terms of issue of the debt securities and the relevant legislation.🔗

2. The terms of issue of debt securities or the charter may also establish individual powers which the meeting of holders of debt securities shall exercise on behalf of the holders of debt securities. These powers may relate to the restructuring of an obligation, as well as to other matters provided for by the terms of issue of the debt securities.

3. A debt security implies a monetary claim against the entrepreneurial company.

4. A debt security may be issued with or without the condition of periodic interest (coupon) payment.

5. A debt security may also include other rights, including the right of conversion into shares in accordance with paragraph 6 of Article 158 of this Law.

6. The terms of issue of debt securities shall be attached to the emission prospectus or to the equivalent document on the basis of which the debt securities were issued. By acquiring debt securities, a person agrees to the terms of issue of the debt securities.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023

Article 35. General provisions 1. The bodies of an entrepreneurial company are: the general meeting, the managing body and the supervisory board, if the establishment of such board is provided for by law or the charter.🔗

2. The bodies of an entrepreneurial company and their members shall carry out activities and adopt decisions only within the scope of competence determined by law or the charter.

Article 36. General Meeting 1. All partners of a business company have the right to participate in the general meeting, except for the exceptional case provided for by this Law.🔗

2. A business company shall hold a regular general meeting at least once a year, no later than 6 months after the preparation of the annual balance sheet. The managing body of the business company shall be responsible for holding the regular general meeting.

3. The general meeting elects the chairperson of the general meeting. Before the election of the chairperson of the general meeting or if the chairperson of the general meeting has not been elected, the meeting shall be chaired by the person convening it, the chairperson of the convening body, or the head of the convening legal entity, and if there are several convening persons – the person determined by lot from among the heads of the convening persons or convening legal entities.

4. The execution of a decision adopted by the general meeting within the scope of its competence shall be mandatory for the partners and bodies of the business company.

5. The general meeting adopts a decision on a matter that is within the competence of the general meeting under the law. Except for a joint-stock company, the competence of the general meeting may be expanded or delegated on the basis of the charter.

6. The general meeting adopts a decision on approval of the work performed by the managing body and the supervisory board. In a general partnership, a limited partnership, and a limited liability company, approval by the general meeting of the work performed by the managing body and the supervisory board results in the said business company waiving the right to demand compensation for damages from these bodies, if this right would have been apparent upon a diligent examination of the documents submitted to the general meeting and the information provided.

7. In the event of violation of the procedure for convening the general meeting established by this Law and/or the charter, the adoption of a decision shall be permissible if all partners attend the meeting and they agree to the holding of the meeting and the adoption of a decision. A partner's consent shall be deemed to exist if he/she does not demand that the general meeting be held at another time due to a violation of the procedure for its convening.

8. The body convening this meeting shall be responsible for the proper convening and holding of the general meeting.

Article 37. Decision of the General Meeting 1. Unless otherwise provided by the charter, the general meeting is competent to adopt decisions if a partner/partners holding a majority of votes is/are present at it. If the general meeting is not competent to adopt decisions, the convener of the meeting may convene the meeting again in the same manner and with the same agenda. The second meeting is competent to adopt decisions regardless of the number of voting partners present at it.🔗

2. In a joint liability company, a limited partnership, the number of votes shall be calculated according to the number of partners, while in a limited liability company, a joint-stock company, a cooperative – according to the share in the capital of the business company, unless otherwise provided by the charter.

3. The general meeting adopts a decision by a majority of the votes of those participating in the voting, except when a larger number of votes or other additional conditions are determined by law or the charter. For the election of an official and/or body provided for by this Law or the charter or for voting on an alternative proposal, the charter may establish different rules, including providing for a smaller number of votes.

4. The written decision/consent of a partner of an enterprise operating with 100-percent share participation of the State, the Autonomous Republic of Abkhazia or Adjara is a document equivalent to the minutes of the general meeting and is considered a decision of the general meeting.

Article 38. Minutes of the General Meeting 1. Minutes on the convening, holding and results of the general meeting shall be drawn up within 15 days after the conclusion of this meeting, signed by the chairperson of the general meeting elected by the general meeting or determined by the charter. In cases provided for by this Law or the charter, the minutes of the general meeting shall be drawn up and certified by a notary. The minutes of the general meeting shall be sent to the partners immediately, at the expense of the business company.🔗

2. The minutes of the general meeting shall state:

a) the firm name and identification number of the business company;

b) the place and date/time of holding the general meeting;

c) an indication of compliance with the procedure for convening the general meeting and of the decision-making capacity of this meeting. Documents related to these circumstances may be attached to the minutes;

d) in the main document or in the form of an annex − the list and identification data of partners with voting rights participating in the work of the general meeting or attending it, and of other attending persons. In case of representation, a written document confirming representative authority shall be attached to the minutes, or reference shall be made to such document if the business company keeps it together with other documents;

e) identification data of the chairperson of the general meeting;

f) the agenda of the general meeting;

g) the decision of the general meeting. The voting results shall be indicated therein;

h) in case a participant of the general meeting expresses a dissenting opinion or an opposing position in relation to a decision adopted at the meeting − the identity of the relevant participant of the meeting and the content of the opposing position, if the latter requests that this opinion/position be entered in the minutes.

Article 39. Invalidity of a decision of the general meeting or of part thereof 1. In addition to the grounds for invalidity determined by this Law, in a limited liability company or a joint-stock company a decision of the general meeting or part thereof shall be invalid if the case provided for by paragraph 7 of Article 36 of this Law does not exist and:🔗

a) the minutes of the general meeting have not been certified in the established manner;

b) the general meeting was convened by an unauthorised body/person;

c) the written notice on the convening of the general meeting does not indicate, or incorrectly indicates, the firm name of the entrepreneurial company, the place, date or starting time of the general meeting;

d) the procedure for notifying the partners of the decision on holding the general meeting has been violated;

e) the matter to which the decision relates does not fall within the competence of the general meeting;

f) the decision relates to the introduction of such an amendment to the charter as contradicts the law;

g) the decision contradicts those norms of the law whose principal purpose is the protection of creditors' rights;

h) the decision contradicts public order or the norms of morality;

i) the court has declared the decision invalid on the ground of contestation.

2. In the case provided for by paragraph 1 of this Article, reliance on the invalidity of a decision of the general meeting or of part thereof shall not be permitted if 3 years have elapsed since the registration of the decision of the general meeting in the register, except where a dispute before the court on the declaration of the decision of the general meeting as invalid was initiated before the expiry of that period.

Article 40. Measures implemented after the declaration of a decision of the general meeting as invalid 1. Managing persons shall be obliged to submit immediately to the registering authority the court judgment that has entered into legal force on the invalidity of the decision of the general meeting, if registration has already been carried out on the basis of the contested decision of the general meeting.🔗

2. Managing persons shall be obliged to immediately post on the website of the entrepreneurial company, or otherwise provide to the partners, information on the court judgment provided for by paragraph 1 of this Article.

Article 41. Governing Body of an Entrepreneurial Company 1. To ensure the exercise of management activities in an entrepreneurial company, the entrepreneurial company shall have a governing body. The powers of this body, as well as the procedure for its decision-making, shall be determined by law and the charter.🔗

2. In a solidary liability company, all partners shall have the right to manage. In a commandite partnership, the personally liable partners (complementaries) shall have the right to manage, unless another person is appointed as the manager of the entrepreneurial company by a decision of the partners. In a limited liability company, a joint stock company, or a cooperative, the managing person(s) shall have the right to manage.

3. The charter may provide for the exercise of management of the entrepreneurial company:

a) by one person solely;

b) by several managing persons jointly or separately;

c) by all managing persons jointly.

4. Unless otherwise provided by the charter, it shall be presumed that all managing persons exercise management activities in the entrepreneurial company jointly.

Article 42. Representative Authority of the Governing Body of an Entrepreneurial Company 1. The governing body of an entrepreneurial company represents the entrepreneurial company in relations with third parties. The representative authority of the governing body in relations with third parties may not be restricted.🔗

2. If the governing body of an entrepreneurial company consists of several members, they shall exercise representative authority only jointly, except where the charter establishes sole representation by one or several persons or joint representation by several persons, or permits such a possibility. In relations with third parties, paragraphs 2–4 of Article 14 of this Law shall apply.

3. If, at the time of conclusion of the contract, the counterparty knew of the restriction of the powers of the governing body of the entrepreneurial company, the entrepreneurial company has the right to contest this contract. The same rule shall apply if the person having representative authority and the counterparty act intentionally together in order to cause damage to the entrepreneurial company on whose behalf the person having representative authority acts.

4. For the validity of a declaration of intent vis-à-vis an entrepreneurial company, it is sufficient for the declaration of intent to be made to only one managing person.

Article 43. Composition of the management body of a business company and the procedure for its decision-making 1. The management body may be single-member or collegial.🔗

2. If the management body consists of several members, they shall, from among their own composition, elect by a majority of votes the chairperson of the management body, who shall exercise the organisational management of the collegial management body, unless otherwise provided by law. If the candidates receive an equal number of votes, the chairperson of the management body shall be selected by drawing lots.

3. A meeting of the collegial management body is capable of adopting decisions if a majority of the members attend it. If the chairperson of the management body does not attend the meeting, the members present shall elect by a majority of votes the chairperson of the meeting.

4. The management body shall adopt a decision by a majority of the votes of the members present at its meeting. The charter may provide for a larger number of votes necessary for adopting a decision. For the election of an official and/or body provided for by this Law or the charter, or for voting on an alternative proposal, the charter may establish different rules, including providing for a smaller number of votes. In the event of an equal division of votes when adopting a decision, the vote of the chairperson of the management body/chairperson of the meeting shall be decisive, unless otherwise provided by this Law or the charter.

5. A member of the management body may be a natural person with legal capacity or a legal entity.

6. If the general meeting or the supervisory board cannot appoint a member of the management body, whereby a material threat is created to the activities of the business company, on the basis of an application by one of the partners or a creditor, the court shall appoint a person performing the duties of a member of the management body for the period necessary for the appointment of a new member by the general meeting or the supervisory board.

7. The management body shall, as a rule, adopt decisions at a meeting. The charter may establish a different procedure for adopting decisions.

Article 44. Appointment to and Dismissal from Office of the Managing Person of a Business Company 1. The general meeting shall appoint to and dismiss from office the managing person of a limited liability company, a joint-stock company, or a cooperative, unless his or her appointment falls within the competence of the supervisory board.🔗

2. The managing person shall be appointed to office for a term of not more than 3 years, with the right to reappointment. If, after the expiry of this term, the registration of a new term of authority of the managing person or of a change of the person authorized to manage and represent is not carried out in accordance with the procedure established by law, the authority of the registered managing person shall be considered extended for an indefinite term.

3. The general meeting, and if a supervisory board exists, the supervisory board, shall be entitled at any time to dismiss the managing person from office without indicating the relevant ground. Any agreement that contradicts this provision shall be void.

4. The managing person shall have the right to resign from office in compliance with the procedures prescribed for that purpose.

Article 45. Service contract 1. After adoption of the decision on appointment of a managing person/member of the supervisory board to office, a service contract shall be concluded between the limited liability company/joint-stock company/cooperative and the managing person/member of the supervisory board. The provisions of labour law shall not apply to it. The same rule shall apply in respect of the managing person of a general partnership or a limited partnership, if an invited person and not a partner is appointed as the managing person.🔗

2. A service contract with the managing person shall be concluded on behalf of the business company by the chairman of the supervisory board or the chairman of the general meeting who is specified by the charter or was elected by the meeting that adopted the decision on electing the person as the managing person. A service contract with a member of the supervisory board shall be concluded by the chairman of the general meeting who is specified by the charter or was elected by the meeting that adopted the decision on electing the person as the managing person.

3. The service contract shall specify the amount, form and frequency of remuneration for the managing person's activity, the service privileges that the managing person shall receive during the term of the contract, as well as his/her rights and obligations that shall remain in effect after termination of the contract. If the service contract does not contain information on remuneration for the managing person's activity, it shall be presumed that he/she performs his/her activity free of charge.

4. Unless otherwise provided by the service contract, the managing person/member of the supervisory board shall have the right to terminate the service contract and thereby resign from office, if he/she notifies the supervisory board, the managing body or the general meeting in writing at least 1 month in advance. The obligation to convene this meeting shall be imposed on him/her.

5. Dismissal of the managing person/member of the supervisory board from office shall automatically entail termination of the service contract concluded with him/her by the business company, unless otherwise provided by the contract.

Article 46. Supervisory Board of a Business Company🔗

1. For the purpose of exercising control over the activities of the managing body/persons, a business company may have a supervisory board in cases provided for by law or the charter, while in the case provided for by paragraph 7 of this article, the creation of a supervisory board is mandatory.

2. The supervisory board shall exercise control over the activities of the managing body/persons, and the functions of the managing body may not be transferred to it, except for a case provided for by law.

3. A meeting of the supervisory board shall be quorate if a majority of its members are present. The supervisory board shall adopt decisions by a majority of votes, unless a larger number of votes is provided for by the charter.

4. In a business company in which the State, the Autonomous Republic of Abkhazia or Adjara owns more than 50 percent of the total votes, a supervisory board may be created by decision of the Government of Georgia, the Government of the Autonomous Republic of Abkhazia or Adjara, except for the cases provided for by paragraphs 6 and 7 of this article. In the supervisory board of the said business company, as well as in the supervisory board of an enterprise operating with 50-percent or less than 50 percent equity participation of the State, the Autonomous Republic of Abkhazia or Adjara, the representative of the State, the Autonomous Republic of Abkhazia or Adjara may be a public servant, if he/she has no conflict of interest with this enterprise. A member of the supervisory board of a business company who is at the same time a public servant shall perform the duties assigned to him/her without appropriate remuneration, and his/her activity shall not be considered an incompatibility of interests in a public institution.

5. In an enterprise in which the State, the Autonomous Republic of Abkhazia or Adjara owns more than 50 percent of the total votes, the appointment to and dismissal from the position of a managing person shall be agreed by the supervisory board with the shareholder owning more than 50 percent of the enterprise's votes.

6. In order to ensure the requirements of independence and unbundling of the electricity transmission system operator and the natural gas transmission system operator provided for by the Law of Georgia “On Energy and Water Supply”, a supervisory board may be established, by decision of the National Agency of State Property – a Legal Entity of Public Law within the system of the Ministry of Economy and Sustainable Development of Georgia, in an enterprise in state ownership carrying out generation and trade in the electricity and natural gas sector. With respect to the supervisory board of this enterprise and its member, the requirements provided for by the Law of Georgia “On Energy and Water Supply” shall be observed. The representative of the state in the supervisory board of the said enterprise may be a public servant, if he/she has no conflict of interest with this enterprise. A member of the supervisory board of the enterprise who is at the same time a public servant shall perform the duties assigned to him/her without appropriate remuneration, and his/her activity shall not be considered as incompatibility of interests in a public institution.

7. In an enterprise in state ownership performing the function of the electricity transmission system operator and the natural gas transmission system operator, the establishment of a supervisory board is mandatory. With respect to the supervisory board of this enterprise and its member, the requirements provided for by the Law of Georgia “On Energy and Water Supply” shall be observed. The representative of the state in the supervisory board of the said enterprise may be a public servant, if he/she has no conflict of interest with this enterprise. A member of the supervisory board of the enterprise who is at the same time a public servant shall perform the duties assigned to him/her without appropriate remuneration, and his/her activity shall not be considered as incompatibility of interests in a public institution. The majority of the members of the supervisory board of the state-owned electricity transmission system operator and natural gas transmission system operator shall not be public servants.

Law of Georgia of 13 December 2024 No. 116 – website, 30.12.2024.

Law of Georgia of 26 November 2025 No. 1115 – website, 27.11.2025.

Article 47. Duty and responsibility of a member of the supervisory board of an entrepreneurial company A member of the supervisory board of an entrepreneurial company shall be obliged to exercise in good faith control over the activity of the governing body/persons of the entrepreneurial company and, in cases provided for by law, to represent the entrepreneurial company in relations with the governing body/persons.🔗

Article 48. General commercial power of attorney 1. On the basis of a decision of the general meeting — in the case of an individual entrepreneur or an entrepreneurial company, and of the supervisory board — where a supervisory board exists, the persons provided for by paragraph 2 of Article 41 of this Law may issue a general commercial power of attorney in writing. A general commercial power of attorney may be granted jointly to two or more persons and it may be determined that they represent the entrepreneur separately or jointly (joint general commercial power of attorney).🔗

2. The holder of a general commercial power of attorney shall be registered in the register.

3. A general commercial power of attorney grants the general commercial representative the authority to carry out, in court and in other relations, all activities and legal actions connected with the functioning of the enterprise, except for the authority to alienate immovable property and to encumber it with obligations. The general commercial representative has the authority to alienate immovable property or to encumber it with obligations only if it is specially granted to him.

4. Except for cases directly provided for by law, a restriction of the scope of a general commercial power of attorney as against a third person is void. A limitation of a general commercial power of attorney to one or several branches has effect as against a third person only where the branches are operated under different firm names.

5. When signing, the general commercial representative shall add to the firm name his/her first and last name and a supplement designating the general commercial power of attorney.

6. A general commercial power of attorney may be revoked at any time without prejudice to the right to claim the remuneration provided for by the same power of attorney.

7. Transfer of a general commercial power of attorney is inadmissible.

8. Cancellation of the entrepreneur's registration results in termination of the general commercial power of attorney.

Article 49. Remuneration and reimbursement of expenses of persons appointed by the court in an entrepreneurial company 1. In the cases provided for by this Law, persons appointed by the court in an entrepreneurial company have the right to demand from the entrepreneurial company remuneration and reimbursement of expenses incurred within reasonable limits.🔗

2. In the event of disagreement between the persons appointed by the court in an entrepreneurial company and the entrepreneurial company on remuneration and reimbursement of expenses, the amount of the remuneration and the expenses to be reimbursed shall be determined by the court.

Article 50. Duty of care 1. A director shall manage the affairs of a business company lawfully and with the diligence of a conscientious director, in particular, he shall care for it as an ordinarily prudent person would have cared/acted under similar circumstances, in the belief that this action of his is economically most favourable for the business company.🔗

2. A director shall be liable to the business company for damage caused by culpable non-performance of the duty of good faith. It shall be inadmissible to limit, by the charter or by a decision of the partners, the liability of a director for intentional non-performance of this duty.

3. The managing body, another director, the supervisory board, and, in cases provided by law and in accordance with the established procedure, each partner shall have the right to claim compensation for damage caused to the business company by a director. The charter may additionally determine the person who has the right to claim compensation for damage caused to the business company.

4. A director shall be released from liability if he, by his action, implements a decision of the general meeting, except in the case where he contributed to the adoption of the decision of the general meeting by providing incorrect information or knew that the adoption of this decision would cause damage, but did not notify the general meeting thereof before the adoption or implementation of the decision.

5. If the value of a transaction exceeds 50 percent of the balance sheet value of the assets of the business company or a smaller amount provided by the charter, the transaction shall be approved by the general meeting.

Article 51. Duty of care in special circumstances. If a business company is insolvent or faces the threat of insolvency, the director shall, without culpable delay, but no later than 3 weeks from the moment of the occurrence of the insolvency of the business company, file a declaration of insolvency in accordance with the procedure established by the Law of Georgia "On Rehabilitation and Collective Satisfaction of Creditors". A declaration of insolvency is not culpably delayed if the above-mentioned person properly performs the duty of care.🔗

Article 52. Freedom of business decision 1. The duty of care is not violated and the director is not obliged to compensate the damage caused to the business company by a business decision taken by him, if the director could reasonably assume that he was taking the business decision on the basis of sufficient and reliable information, in the interests of the business company, independently and without conflict of interest or influence of others.🔗

2. Paragraph 1 of this Article shall not apply in the case where the business decision was taken in violation of obligations provided by law or the charter.

Article 53. Prohibition of competition 1. A managing person shall not have the right, without the consent of the business company, to carry out the same activity that the business company carries out, or to be a managing person of a business company operating in the same field. Under a service contract concluded with the managing person, the said obligation may remain in force after his/her dismissal from office as well, but for a period not exceeding 3 years. For violation of this obligation, compensation may be provided for. Its amount and payment procedure shall be determined by the service contract or by an additional agreement of the parties. In the event of violation of the rule prohibiting competition, the business company may demand from the violator, along with compensation for the damage caused to the business company, payment of the agreed penalty as well. The business company may demand from the violator, instead of compensation, the transfer to the business company of the benefit received by the violator from a transaction concluded in his/her own name or in the name of a third party, or the assignment of the right to receive such benefit. This right may be exercised by the managing body, another managing person, the supervisory board, and, in cases provided for by law, by each partner.🔗

2. In a general partnership and a limited partnership, consent to carry out the activity provided for by paragraph 1 of this Article may be given by the general meeting, while in a limited liability company, a joint-stock company, and a cooperative – by the body that appoints the managing person. The said consent may be given both generally and for a specific activity, type of transaction, and participation in the business company. Unjustified refusal to give consent is inadmissible.

3. Consent to carry out the activity provided for by paragraph 1 of this Article shall be deemed granted if, at the appointment of the managing person of the business company, the partners knew that the managing person of the business company was carrying out the said activity, but did not request that he/she discontinue this activity.

Article 54. Prohibition of appropriation of a business opportunity 1. A managing person shall not have the right, without the prior consent of the business company, to take advantage of a business opportunity related to the sphere of activity of the business company, which became available to him/her in the performance of his/her duty or by virtue of his/her official position and which, from a reasonable point of view, could have been the subject of the business company's interest, for personal benefit or for the benefit of persons other than this company. The prior consent of the business company is not required if the general meeting or the supervisory board has already discussed the said opportunity and refused to use it. This obligation remains in force for not more than 3 years after the dismissal of the managing person from office. A shorter term may be established by the service contract concluded with him/her.🔗

2. In a general partnership and in a limited partnership, the prior consent to take advantage of the business opportunity provided for by paragraph 1 of this Article may be given by the general meeting, while in a limited liability company, a joint-stock company and a cooperative – by the body that appoints the managing person.

3. In the event of a violation of the rule prohibiting the appropriation of a business opportunity, the business company may demand from the violator compensation for the damage caused to the business company by this violation (including lost income). The business company may, instead of compensation for damage, demand from the violator the transfer to the business company of the benefit received by the violator from a transaction concluded in his/her own name or in the name of a third person, or the assignment of the right to receive such benefit.

4. The right to make the claim provided for by paragraph 3 of this Article may be exercised by the managing body, the supervisory board, and in the case provided for by law − by each partner.

Article 55. Solidary liability 1. In the event of non-performance of an obligation through the action or inaction of several managing persons, they shall be liable to the business company jointly and severally.🔗

2. The general meeting may adopt a decision on waiving the claim for compensation for damage caused to the business company by a managing person or on settling with him/her, if partners owning at least 10 percent of the votes do not object to this decision. A managing person shall also be released from the obligation to compensate for damage caused to the business company if he/she was executing a decision of the general meeting by his/her action. A managing person, whose release from the obligation to compensate for damage caused to the business company is also being considered, shall be prohibited from voting on this matter.

3. The liability of a managing person for damage caused to the company by his/her intentional non-performance of an obligation may not be excluded by the charter or by a service contract concluded with the managing person.

Article 56. Accounting, Reporting and Audit 1. Accounting is maintained, reporting is prepared and submitted, and audit is performed in accordance with the Law of Georgia on Accounting, Reporting and Audit.🔗

2. A public interest entity (hereinafter – PIE) as defined by the Law of Georgia on Accounting, Reporting and Audit, which is a first or second category enterprise, shall be obliged to ensure annually the performance of an audit of its own financial statements/consolidated statements in accordance with the Law of Georgia on Accounting, Reporting and Audit.

3. The participation of shareholders/partners of a business company, members of the management body and members of the supervisory board in the performance of an audit shall not create a threat to the auditor's independence and objectivity.

4. The managing persons of an entrepreneur and members of the supervisory board are jointly responsible for the preparation and submission of reporting in accordance with the Law of Georgia on Accounting, Reporting and Audit.

Article 57. Audit Committee of a PIE 1. An audit committee shall be established within the supervisory board of a PIE, which shall consist of members of the supervisory board and at least 1 independent member. A person shall be considered an independent member if he/she is not legally and/or economically connected with the enterprise, including if he/she does not own shares/units of this enterprise and does not receive remuneration or other economic benefit from the said enterprise, except for remuneration established for membership in the supervisory board and/or membership in the audit committee.🔗

2. In a PIE that does not have a supervisory board, an independent audit committee shall be established, the members of which are independent persons elected for a term determined by the general meeting.

3. A member of the audit committee shall be a person competent in the field of activity of the enterprise. At least 1 member of the audit committee shall be a person competent in the field of accounting and/or in the field of audit.

4. The chairperson of the audit committee shall be elected from among the members of the audit committee by the supervisory board of the PIE, and in a PIE that does not have a supervisory board – by the general meeting. The supervisory board/general meeting of the PIE shall elect as chairperson of the audit committee the independent member provided for by paragraph 1 of this article.

5. The function of the audit committee is to supervise:

a) the process of preparing financial statements;

b) the effectiveness of quality control, risk management and, where necessary, internal audit of financial information;

c) the performance of the audit of financial statements/consolidated statements, taking into account the conclusions reflected in the quality control monitoring report;

d) compliance by the auditor/audit firm with the requirements of the Law of Georgia on Accounting, Reporting and Audit (including the norms on independence).

6. The audit committee shall provide information to the supervisory board of the PIE, and in its absence – to the general meeting, on the results of the conducted audit, the impact of the audit on the reliability of the financial statements, and the participation of the audit committee in this process.

7. The audit committee shall issue recommendations on ensuring the reliability of financial information and on the auditor/audit firm to be selected by the general meeting.

8. The audit committee shall regularly submit to the supervisory board, and in its absence – to the general meeting, a report on its activities and shall immediately notify of any obstacles arising in the performance of its functions.

9. For the purpose of explaining the results of the mandatory audit, the audit firm shall submit an additional report in writing to the audit committee. The procedure for preparing and submitting the said additional report shall be established by the state sub-agency institution within the system of the Ministry of Finance of Georgia – the Accounting, Reporting and Audit Supervision Service.

10. An audit firm that performs the audit of the financial statements of a PIE shall reflect the circumstances provided for by paragraph 3 of Article 141 of the Law of Georgia on Accounting, Reporting and Audit in the additional report defined by paragraph 9 of this article, submitted to the audit committee of the audited entity. If the audited entity does not have an audit committee, the additional report shall be submitted to the body performing similar functions in the audited entity.

11. The audit committee or the body performing similar functions shall, if necessary, issue guidelines related to the non-audit services provided for by paragraph 3 of Article 141 of the Law of Georgia on Accounting, Reporting and Audit.

Law of Georgia of 29 May 2024 No. 4207 – website, 14.06.2024.

Article 58. Withdrawal from a contract concluded with an auditor/audit firm 1. The general meeting shall be entitled, only if there is an appropriate ground, to adopt a decision on withdrawal from the contract concluded with the auditor/audit firm. A difference of opinion regarding the procedures for maintaining accounting records and performing an audit may not serve as a ground for withdrawal from the said contract.🔗

2. The entrepreneur, auditor/audit firm shall be obliged to notify the state sub-agency institution within the system of the Ministry of Finance of Georgia – the Accounting, Reporting and Audit Supervision Service – of the withdrawal from the contract concluded with the auditor/audit firm and the relevant justification.

3. A partner/shareholder holding 5 percent of the votes or shares/stocks of a PIE, or a group of such partners/shareholders, shall be entitled, if there is an appropriate ground, to apply to the court with a request for withdrawal from the contract concluded with the auditor/audit firm.

Article 59. Forms of Reorganization of an Entrepreneurial Company 1. Reorganization of an entrepreneurial company shall be permitted to be carried out in the following forms:🔗

a) transformation of an entrepreneurial company;

b) merger of entrepreneurial companies (acquisition or consolidation);

c) division of an entrepreneurial company (split-up or spin-off).

2. The notification rules established by paragraph 2 of Article 82 of this Law for the liquidation of an entrepreneurial company shall apply to a decision on the reorganization of an entrepreneurial company.

Article 60. Transformation of an Entrepreneurial Company 1. On the basis of a decision of the partners, an entrepreneurial company may be transformed into an entrepreneurial company of another legal form. After the transformation, the entrepreneurial company continues to exist in a new legal form.🔗

2. In the case of transformation of an entrepreneurial company, the requirements established by this Law in connection with the establishment of an entrepreneurial company of a new legal form shall apply to the transformed entrepreneurial company.

3. The partners of a solidary liability company and the general partners of a limited partnership shall be liable jointly and severally, personally, with all their property, for those obligations of the said entrepreneurial company that arose before the transformation of the entrepreneurial company, provided that the claim became due before its transformation or no later than 5 years after its transformation.

Article 61. Decision on Transformation 1. In a general partnership, a decision on transformation shall be adopted by the consent of all partners. The charter may provide for the adoption of this decision by a majority of at least 3/4 of the votes of those participating in the voting.🔗

2. In the case of transformation of a limited liability company, a joint-stock company or a cooperative into a general partnership, the decision on transformation shall be adopted by the consent of all partners, and in the case of transformation into a limited partnership – by a majority of 3/4 of the votes of those participating in the voting, provided that all partners who are to become general partners vote in favour of this decision.

3. Except for the cases provided for by paragraphs 1 and 2 of this Article, the decision on transformation shall be adopted by a majority of 3/4 of the votes of those participating in the voting. The decision on transformation into a joint-stock company shall be adopted by a majority of 3/4 of the votes of those participating in the voting, and where there are shares of different classes – by a majority of 3/4 of the votes of the holders of shares of each class, unless the charter provides for a larger number of votes.

4. The governing body shall, together with the notice convening the general meeting, send to all partners the draft charter of the business company to be formed, to be approved, and a written report reflecting the reasons for and purposes of the transformation of the business company. By decision of the governing body of a joint-stock company having more than 100 shareholders, the general meeting may be convened by publication of the relevant information, and the report shall be made available by placement in a conspicuous place in the administration building of the joint-stock company and on the website of the joint-stock company (if any). Submission of the report is not mandatory if the business company has only one partner or all partners waive in writing the submission of the report.

5. The decision on transformation shall specify:

a) the new legal form of the business company;

b) the new firm name of the business company;

c) information on the draft charter of the business company to be formed. This draft shall be attached to the decision on transformation;

d) the terms of allocation of an interest in the business company to be formed and the terms relating to monetary compensation (if any), including the rights that the business company to be formed grants to holders of interests/shares (other than ordinary shares), as well as to those partners whose interests/shares had been granted special rights, and to holders of other securities, or the measures offered to such persons;

e) the decision on the appointment of governing persons and the election of members of the supervisory board, if their existence is necessary for the business company to be formed. This decision shall be attached to the decision on transformation.

6. The decision of the partners of the entrepreneurial company on transformation shall be certified in accordance with paragraph 3 of Article 4 of this Law.

Article 62. Conditions of transformation A partner's share in the transformed entrepreneurial company shall be proportionate to the share that he held in the previous entrepreneurial company. Otherwise, the partners of the entrepreneurial company shall adopt the decision on transformation unanimously.🔗

Article 63. Publication of the decision on transformation The decision of the partners of the entrepreneurial company on transformation shall be published in accordance with paragraph 4 of Article 13 of this Law.🔗

Article 64. Registration of transformation 1. In order to ensure the registration of the transformation, the governing body shall submit to the registering body an application on the transformation of the entrepreneurial company.🔗

2. The application on the transformation of the entrepreneurial company shall be signed by the authorised persons.

3. The following documents shall be attached to the application on the transformation of the entrepreneurial company:

a) the decision of the partners of the entrepreneurial company on transformation;

b) the documents attached to the decision of the partners of the entrepreneurial company in accordance with paragraph 5 of Article 61 of this Law;

c) data on the identity of the partners and on their shares in the transformed entrepreneurial company (except for a cooperative and a joint-stock company).

4. The entrepreneurial company shall, together with the application on the transformation of the entrepreneurial company, submit all other documents and data required for the founding of an entrepreneurial company of a new legal form.

5. The transformation shall enter into force from the moment of its registration. After the registration of the transformation, reference to the invalidity of the decision of the partners of the entrepreneurial company on transformation shall not be permitted.

6. The application on the registration of the transformation of the entrepreneurial company may be submitted to the registering body 1 month after the publication of the decision of the partners of the entrepreneurial company on transformation. Compliance with this term is not mandatory if all partners waive in writing the exercise of the right to appeal, which shall be certified in the manner established by this Law for the certification of a signature on the charter. The rights of creditors are determined by Article 74 of this Law.

7. In the cases provided for by the legislation of Georgia, the consent of the relevant administrative body shall be submitted to the registering body.

Article 65. Merger of entrepreneurial companies and division of an entrepreneurial company 1. One or more entrepreneurial companies (hereinafter – merged entrepreneurial company) may, without initiating liquidation proceedings, merge into another entrepreneurial company (hereinafter – acquiring entrepreneurial company) by transferring to it all of their own assets and obligations, in exchange for which the partners of the merged entrepreneurial company shall receive shares in the acquiring entrepreneurial company.🔗

2. Two or more entrepreneurial companies (hereinafter – amalgamating entrepreneurial companies) may, without initiating liquidation proceedings, amalgamate by founding a new entrepreneurial company (hereinafter – amalgamated entrepreneurial company), to which the assets and obligations of the amalgamating entrepreneurial companies shall be transferred in full by operation of law, in exchange for which the partners of the amalgamating entrepreneurial companies shall receive shares in the amalgamated entrepreneurial company. The transfer of assets and obligations shall enter into force in accordance with the rules established by subparagraph „i“ of paragraph 2 of Article 67 of this Law or by paragraphs 4 and 5.

3. An entrepreneurial company which is to be divided may transfer parts of its assets and obligations in full by operation of law to:

a) two or more newly founded entrepreneurial companies as a result of the division (division by founding);

b) two or more already existing entrepreneurial companies (division by acquisition).

4. An entrepreneurial company from which an entrepreneurial company is separated may transfer a part/parts of its assets and obligations to:

a) one or more newly founded entrepreneurial companies as a result of the separation (separation by founding);

b) one or more already existing entrepreneurial companies (separation by acquisition).

5. In the cases provided for by paragraphs 1–4 of this Article, the partners of the former entrepreneurial company/entrepreneurial companies shall be entitled, in the amalgamated entrepreneurial company/acquiring entrepreneurial company, in addition to shares, to receive appropriate monetary compensation if it is impossible to maintain the exchange ratio of shares. In the case of a joint-stock company, the monetary compensation shall not exceed 10 per cent of the nominal value of the shares to be given to the partners for the purposes of the merger/division, and if the shares have no nominal value – 10 per cent of the value established by paragraph 2 of Article 156 of this Law.

6. It shall be inadmissible to issue shares of the acquiring joint-stock company in exchange for those shares of the divided joint-stock company/merged joint-stock company which are owned by:

a) the acquiring joint-stock company or the person acting in his/her own name and on the instruction of the acquiring joint-stock company;

b) the divided joint-stock company/merged joint-stock company or the person acting in his/her own name and on the instruction of the divided joint-stock company/merged joint-stock company.

7. Merger/division in respect of a dissolved business company may be carried out if the distribution of the property of this business company among the partners has not begun.

8. Business companies participating in a merger/division may have different legal forms.

9. In the case of merger/division, the registration of the consolidating business company/absorbed business company/divided business company shall be cancelled without initiating liquidation proceedings, and its assets and liabilities shall be fully transferred to the consolidated business company/acquiring business company/newly established business company.

10. In the case of merger, the consolidated business company/acquiring business company shall be liable for all obligations that the merged business companies had. In the case of division, the newly established business company/acquiring business company shall be jointly and severally liable for the obligations of the divided business company. This liability shall be limited to the amount of net assets allocated to it by the division.

Article 66. Decision on merger/division 1. The decision on merger/division shall be taken by the general meeting of each business company participating in the merger/division.🔗

2. In the case of division by formation, the decision on merger/division shall be taken by the divided business company, while in the case of division by acquisition, it shall be taken by the divided business company and the acquiring business companies. In the case of consolidation, the said decision shall be taken by the consolidating business companies, while in the case of absorption, by the absorbed business company and the acquiring business company.

3. In a limited liability company, a joint-stock company, or a cooperative, the decision on merger/division shall be adopted by a 3/4 majority of the votes of those participating in the voting, while in other cases it shall be adopted by all partners unanimously. If a joint-stock company participating in the merger/division has issued shares of different classes, the decision on merger/division shall be voted on separately for the holders of each class of shares, if this decision affects their rights.

4. For the purposes of establishment and registration of a new business company arising as a result of merger/division, the relevant requirements of this Law shall apply, unless otherwise provided by the provisions of this Law relating to merger/division.

Article 67. Merger/Division Plan 1. In the case of merger, the bodies authorised to manage all entrepreneurial companies participating in the merger, in the case of division by acquisition − the bodies authorised to manage the divided entrepreneurial company and the acquiring entrepreneurial companies, and in the case of division by formation − the managing body of the divided entrepreneurial company shall develop the merger/division plan. This plan shall provide for the terms of the merger/division.🔗

2. The merger/division plan shall contain at least the following data:

a) the identification data of each entrepreneurial company participating in the merger/division, as well as the legal form, company name and legal address of it and of the newly established entrepreneurial company;

b) the share exchange ratio and the amount of the cash compensation provided for by paragraph 5 of Article 65 of this Law, if such compensation is applied;

c) the terms relating to the issuance of shares in the acquiring entrepreneurial company/in the newly established entrepreneurial company;

d) the date from which the shares provided for by subparagraph „c“ of this paragraph entitle their holders to participate in the profit of the entrepreneurial company, as well as, if any, the special condition affecting that right;

e) the date from which the transactions of the merged entrepreneurial companies/the divided entrepreneurial company are considered, for accounting purposes, as transactions of the combined entrepreneurial company/the acquiring entrepreneurial company/the newly established entrepreneurial company;

f) the rights which the combined entrepreneurial company/the acquiring entrepreneurial company/the newly established entrepreneurial company grants to the holders of shares/stocks (except ordinary shares) of the merged entrepreneurial companies/the divided entrepreneurial company, as well as to those partners whose shares/stocks had been granted special rights, and to the holders of other securities, or the measures offered to such persons;

g) all benefits granted to the managing persons, members of the supervisory board, partners or independent auditor of any of the entrepreneurial companies participating in the merger/division;

h) where necessary − the composition of the new supervisory board;

i) in the case of division, an exhaustive description and distribution of the assets and obligations to be transferred to the acquiring entrepreneurial company/to the newly established entrepreneurial company;

j) the allocation to the partners of the divided entrepreneurial company of the shares of the acquiring entrepreneurial company/the newly established entrepreneurial company and the criterion on the basis of which they were allocated to them;

k) the nominal value of the share which the partners will receive in the acquiring entrepreneurial company/in the newly established entrepreneurial company/in the combined entrepreneurial company, if such value is applied.

3. The following documents shall be attached to the merger/division plan, which form an integral part thereof:

a) in the case of merger by acquisition or division by acquisition – draft amendments to the charter of the acquiring entrepreneurial company;

b) in the case of consolidation or division by formation – draft charter of the consolidated entrepreneurial company/newly established entrepreneurial company.

4. If, under the division plan, any asset is not allocated to the acquiring entrepreneurial company or the newly established entrepreneurial company and its allocation cannot be determined under the division plan either, this asset shall be allocated to all acquiring entrepreneurial companies or newly established entrepreneurial companies in proportion to the net assets allocated to them by the division plan.

5. If, under the division plan, any obligation is not allocated to the acquiring entrepreneurial company or the newly established entrepreneurial company and its allocation cannot be determined under the division plan either, all acquiring entrepreneurial companies or newly established entrepreneurial companies shall be jointly and severally liable for this obligation, but not more than the net assets allocated to them by the division plan.

Article 68. Merger/Division Report of a Joint-Stock Company 1. Persons authorized to manage the joint-stock company participating in the merger/division shall prepare a merger/division report of the joint-stock company. This report shall explain in detail:🔗

a) the provisions of the merger/division plan and their legal and economic grounds;

b) the criteria and methods for determining the share exchange ratio, as well as the difficulties encountered in assessing the share exchange ratio, if such difficulties arose;

c) in the case of division, where necessary, information on the non-monetary contribution provided for by paragraph 4 of Article 164 of this Law, information on the preparation of a report for the acquiring joint-stock company, and an indication of its registration by the registering authority.

2. Except for cases provided for by the legislation of Georgia, the preparation of a merger/division report of a joint-stock company shall not be mandatory if all shareholders of the joint-stock company participating in the merger/division waive in writing the submission of the report.

Article 69. Publication of the draft merger/division plan and notification of possible merger/division 1. The body authorized to manage each business company participating in the merger/division shall publish the draft merger/division plan or post it on the website of the business company within 30 days before the general meeting that is to approve the merger/division plan. The draft merger/division plan shall be available free of charge.🔗

2. The body authorized to manage the joint-stock company participating in the merger/division shall, in order to ensure free access for the shareholders of the joint-stock company, publish the following documents in the administration building of the joint-stock company or on the website of the joint-stock company or on the unified electronic portal of the registering body, as well as on the website of the Legal Entity of Public Law (LEPL) – "Legislative Herald of Georgia", at least 30 days before the date of holding the general meeting convened to approve the merger/division plan:

a) the draft merger/division plan;

b) the financial statements of the business companies participating in the merger/division for the last 3 years, in compliance with the comparability principle;

c) financial statements prepared no earlier than the first day of the third month before the publication of the draft merger/division plan. A joint-stock company shall be exempt from this obligation if it has published half-year financial statements in accordance with the procedure established by the Law of Georgia "On Accounting, Reporting and Audit";

d) if any – merger/division report;

e) if any – independent auditor's report.

3. The management body of the joint-stock company participating in the merger/division shall notify the general meeting and the management body of each business company participating in the merger/division of any significant change in assets and liabilities occurring in the period from the preparation of the draft merger/division plan until the holding of the general meeting.

4. If, in accordance with paragraph 3 of Article 72 of this Law, the decision on division is not approved by the general meeting, the management body of the joint-stock company participating in the division shall notify the general meeting and the management body of each business company participating in the division of any significant change in assets and liabilities occurring in the period after the preparation of the draft division plan, within 5 working days from the occurrence of such change.

Article 70. Examination of the draft merger/division plan of a joint-stock company 1. If a joint-stock company participates in a merger/division, the draft merger/division plan of the joint-stock company shall be examined by an independent auditor selected by the parties participating in the merger/division. A joint-stock company participating in a merger/division may have one or more common auditors. The independent auditor shall prepare a written opinion and submit it to the partners. The examination of the said draft plan by an independent auditor and the submission of a written opinion shall not be required if all shareholders of the joint-stock company participating in the merger/division so agree.🔗

2. The independent auditor's opinion shall contain an assessment of whether the share exchange ratio provided for by the draft merger/division plan of the joint-stock company is fair and reasonable. This opinion shall also contain:

a) the method used to determine the share exchange ratio;

b) an assessment of the extent to which the method used to determine the share exchange ratio is adequate for the given case, what share ratio is determined as a result of the application of each of these methods, and what is the relative weight of each method used to determine the share exchange ratio;

c) the difficulties encountered in determining the share exchange ratio, if such difficulties were encountered.

3. The independent auditor shall be entitled to receive and examine from the joint-stock company all necessary documents and information.

Article 71. Approval of the merger/division plan 1. The merger/division plan shall be approved by the general meeting in accordance with the procedure established by Article 61 of this Law. Where the merger/division plan is approved by the general meeting, the decision on the merger/division shall be deemed adopted.🔗

2. At the general meeting, together with the merger/division plan, a vote shall be taken on the draft amendments to the charter of the acquiring business company where such amendments need to be made, and in the case of the establishment of a new business company, a vote shall be taken on the draft charter of the new business company.

Article 72. Special cases of merger and division by acquisition 1. If the acquiring business company holds at least 90 per cent of the shares of the merged business company, but does not hold all the shares, the requirements defined by paragraph 3 of Article 66, subparagraphs “a” and “b” of the first paragraph and paragraph 2 of Article 68, paragraphs 2 and 4 of Article 69 and Article 70 of this Law shall not apply to such case, if the partners have the right to buy out shares in the manner established by Article 75 of this Law.🔗

2. If the acquiring business company or a third person acting on its instruction holds all the shares of the merged business company, the obligations provided for by paragraph 3 of Article 66, subparagraphs “b”–“d” of paragraph 2 of Article 67, Article 68, subparagraphs “d” and “e” of paragraph 2 and paragraph 4 of Article 69 and Article 70 of this Law shall not apply to it.

3. If the acquiring business companies hold all the shares of the divided business company, approval of the decision on division by the general meeting of the divided business company shall not be required.

4. If the partners of the divided business company have been allocated shares of each newly established business company in proportion to their shares in the capital of the divided business company, the requirements defined by the first paragraph of Article 68, subparagraphs “c”–“e” of paragraph 2 and paragraph 4 of Article 69 and Article 70 of this Law shall not apply to such case.

5. The acquiring business company provided for by the first and second paragraphs of this Article shall, at least 30 days before the division/consolidation enters into force, notify the partners of the business company of the division/consolidation in the manner established for convening the general meeting of a business company of the relevant legal form. In the relevant case, the rules established by Article 69 of this Law for the publication of and access to documents shall apply.

6. In the case provided for by paragraph 5 of this Article, a partner/group of partners of the acquiring business company whose share constitutes at least 5 per cent of the capital of the business company, and in a general partnership or a limited partnership – each partner, shall have the right to request the convening of the general meeting within 15 days of receipt of the notification. In such case, the decision on the merger shall be taken by the general meeting. In the relevant case, the rules established by Article 69 of this Law for the publication of and access to documents shall apply.

Article 73. Registration of merger/division 1. An application for registration in the merger/division register shall be submitted to the registering body 1 month after publication of the merger/division plan. Compliance with this term is not mandatory if all partners waive in writing the exercise of the respective right. Creditors' rights are determined by Article 74 of this Law.🔗

2. The following documents shall be attached to the application for registration in the merger/division register:

a) the merger/division plan;

b) amendments to the charter of the acquiring business company or the charter of the newly established business company;

c) the decision of the general meeting by which the merger/division plan was approved, as well as the minutes of the general meeting (if any);

d) if any, the decision on the election of the managing persons and members of the supervisory board of the newly established business company;

e) if any, the independent auditor's report;

f) if any, the merger/division report;

g) consent of a state institution or another competent body to the merger/division, if this is provided for by Georgian legislation.

3. If the merger/division results in the establishment of a new business company, all other documents and data required for the establishment of a business company of the respective legal form shall be attached to the application for registration in the merger/division register.

4. The merger/division shall enter into force from the moment of its registration. After registration of the merger/division, reference to the invalidity of the decision of the business company on the merger/division shall be inadmissible.

5. Simultaneously with the registration of the merger/division, the registration of the merged business company or the divided business company shall be terminated.

6. In cases provided for by Georgian legislation, the consent of the respective administrative body shall be submitted to the registering body.

Article 74. Protection of creditors in the process of reorganization of an entrepreneurial company🔗

1. Creditors of entrepreneurial companies participating in reorganization have the right, within 3 months from the registration of the reorganization, to demand that the entrepreneurial company secure their claims, if they prove that the reorganization endangers the satisfaction of these claims. This right is held by those creditors whose claims arose before the publication of the decision on transformation or of the merger/split plan.

2. Paragraph 1 of this Article also applies to holders of bonds of entrepreneurial companies in the process of reorganization, except where the reorganization was approved by the meeting of bondholders or by each holder individually.

3. In addition to a share/stock, holders of other securities who have been granted special rights shall be given the same rights in the newly founded entrepreneurial company/acquiring entrepreneurial company/transformed entrepreneurial company as they had in the entrepreneurial company in the process of reorganization, except where changes to these rights were approved by the meeting of holders of these securities or by each holder individually, or where the condition applies that the holders of these rights will have the right to demand redemption of the securities from the newly founded entrepreneurial company/acquiring entrepreneurial company/transformed entrepreneurial company.

Article 75. Redemption of partners' shares during reorganization of a business company. 1. A partner who voted against the reorganization of the business company at the general meeting shall be given a period of 20 days from the holding of this meeting in order to apply in writing to the business company with a request for redemption of his/her share.🔗

2. The business company shall pay a fair price in exchange for the shares to the partners who, under this Law, have requested redemption of shares. The governing body of the business company shall adopt a decision on determining the redemption price of shares and shall notify the partner within 20 days after expiry of the period determined by paragraph 1 of this Article, and the amount for redemption of shares shall be paid no later than 30 days after adoption of the decision on determining the redemption price of shares. The business company formed as a result of the reorganization shall be entitled, within 1 year after the reorganization, to sell the redeemed shares with the partners' pre-emptive right of purchase or to adopt a decision on cancellation of the redeemed shares.

3. A partner who does not agree with the redemption price of his/her share shall have the right, within 20 days after receipt of the notification on the redemption price of the share, to apply to the court with a request to determine the fair price of the share. As a result of exercising this right, the partner loses all rights to his/her share, except the right to receive a fair price in exchange for it. During court proceedings, the reorganization process shall not be suspended.

4. If an independent auditor appointed by the court determines that the value of the partner's share is equal to or less than the value offered by the business company, the partner shall reimburse the costs of the independent auditor. Otherwise, these costs shall be borne by the business company. If the value of the share determined by the court is greater than the value offered by the business company, the business company shall redeem all partners' shares at the same, greater value.

5. The business company shall redeem the partner's share within 30 days after the court determines its value.

6. By agreement between the business company and the partners, the period for redemption of the share may be extended by no more than 3 months from the determination of the redemption price of the share.

Article 76. Merger of business companies/Division of a business company during rehabilitation. Articles 65–75 of this Law shall not apply to an enterprise in respect of which rehabilitation proceedings have been initiated.🔗

Article 77. Redomiciliation of a business company 1. The registration of an entrepreneur registered in a foreign country may be transferred to Georgia, without disrupting the continuity of the entrepreneur's activity.🔗

2. An entrepreneur provided for by paragraph 1 of this article may be registered only in a legal form provided for by the legislation of Georgia.

3. An entrepreneur registered in Georgia has the right to transfer its registration to a foreign country, without disrupting the continuity of the entrepreneur's activity, if the following conditions are met:

a) an international treaty concluded with that country does not prohibit the transfer to another country of the registration of an entrepreneur registered in the said foreign country;

b) no court dispute or insolvency proceedings or criminal proceedings are pending in Georgia against the entrepreneur registered in Georgia;

c) at the time of transfer of the registration of an entrepreneur registered in Georgia to a foreign country, the entrepreneur has no tax arrears to the tax authorities of Georgia.

4. The transfer to Georgia of the registration of an entrepreneur registered in a foreign country is equivalent to the reorganization of the entrepreneur, and the rules regulating the reorganization of a business company provided for by this Law apply to it, taking into account their content.

5. The procedure and conditions for the transfer to Georgia of the registration of an entrepreneur registered in a foreign country and for the transfer to a foreign country of the registration of an enterprise registered in Georgia shall be determined by an instruction.

Article 78. Dissolution of a Business Company 1. The grounds for dissolution of a business company are:🔗

a) the decision of the partners of the business company on dissolution of the business company;

b) violation of the requirement established by this Law regarding the mandatory number of partners of a business company;

c) entry into legal force of a court judgment in a criminal case on liquidation of a legal entity;

d) a decision adopted by the court on the basis of an application/claim of a partner of the business company on dissolution of the business company;

e) other grounds provided for by the charter.

2. A person authorized to manage and represent shall, in the case provided for by subparagraphs "a", "b" or "e" of paragraph 1 of this Article, apply to the registering authority with an application for registration of the dissolution of the business company in the register. In the case provided for by subparagraph "c" or "d" of paragraph 1 of this Article, the registering authority shall register the dissolution of the business company on the basis of an application of the court or any person. When dissolving a business company on this ground, in cases provided for by the legislation of Georgia, the consent of the relevant administrative body shall also be submitted to the registering authority.

3. In a limited liability company, joint-stock company, cooperative, the decision on dissolution of the business company shall be adopted by a 3/4 majority of the votes of those participating in the voting, and in other cases it shall be adopted unanimously by all partners.

4. The rules for dissolution of an enterprise in which the State owns more than 50 percent of shares or interest shall be approved by the Minister of Economy and Sustainable Development of Georgia, and the rules for dissolution of an enterprise in which the Autonomous Republic of Abkhazia or Adjara owns more than 50 percent of shares or interest — by the respective minister authorized in the field of economy of the Autonomous Republic of Abkhazia or Adjara. This paragraph shall not apply to the liquidation of a temporary bank established by the Ministry of Finance of Georgia under the resolution regime of a commercial bank and to the liquidation of a commercial bank in the resolution regime, which are carried out in accordance with the procedure established by special legislation.

5. The registering authority shall immediately provide to the National Bank of Georgia information on registration of the commencement of the dissolution process of an enterprise participating in a system operating in accordance with the Law of Georgia "On Payment System and Payment Services" (if any).

Article 79. Dissolution of a business company by court judgment, on the basis of a partner's application/claim 1. In the presence of significant grounds, on the basis of a partner's application/claim, a business company may be dissolved by a court judgment.🔗

2. Significant grounds exist if one of the partners has intentionally or through gross negligence violated an essential obligation imposed on him by law or the charter, or if a partner can no longer perform an obligation and the purpose of the business company can no longer be achieved.

3. A partner may, within 30 days from the submission of the application, buy out, through the court, at a fair price, the share of the partner who files an application with the court for the dissolution of the business company. In this case, each partner shall be given the opportunity to participate in the buyout in proportion to his share, unless the remaining partners agree on another rule for the distribution of shares.

4. In the case provided for by paragraph 3 of this article, if the parties fail to agree on a fair price for the buyout of the share within 30 days from the making of the offer, the fair price shall be determined by the court.

5. The charter may exclude or, contrary to the norms established by this article, restrict the right to demand the dissolution of a business company.

Article 80. Defective company 1. If the registered data of a business company no longer comply with the mandatory registration conditions determined by this law, the registering authority, on its own initiative, adopts a decision on the establishment of a defect and grants the business company the status of a defective company, which shall be indicated in the register and the business company shall be notified thereof. During the existence of the status of a defective company, the operation of the registered data shall be suspended and no extract from the register shall be issued.🔗

2. The registering authority, in respect of a representative of the financial sector as defined by the Organic Law of Georgia "On the National Bank of Georgia", whose liquidation is carried out by the National Bank of Georgia, in the event of establishing a corresponding defect, shall notify the National Bank of Georgia thereof in writing.

3. The rule on suspension of the operation of registered data and the inadmissibility of issuing an extract from the register shall also apply in the case of an appeal against a decision of the registering authority.

4. After a defective company submits information/documents confirming the elimination of the defect and registration is carried out on their basis, the status of the defective company shall be terminated.

Article 81. Commencement of the liquidation process of a business company 1. Registration of the dissolution of a business company entails the commencement of the liquidation process of the business company, except for the case where insolvency proceedings have been initiated in respect of the property of the business company, as well as the case provided for by paragraph 4 of this Article.🔗

2. A business company in the liquidation process retains the status of a legal entity and uses its company name with the addition "in liquidation process".

3. The bodies of a business company in the liquidation process retain their powers, except for the managing persons, whose managerial and representative powers cease immediately upon registration of the liquidators.

4. From the moment of initiation of criminal proceedings against a legal entity until the court judgment enters into legal force or until termination of the criminal proceedings, it shall be inadmissible, on the basis of an application by the body conducting the criminal proceedings, to conduct procedures related to liquidation and reorganization in respect of the legal entity.

Article 82. Obligation to notify creditors of the dissolution of a business company 1. The liquidators shall, by publishing a notice on the unified electronic portal of the registering authority or on their website, immediately notify the creditors of the dissolution of the business company and shall invite them to submit claims.🔗

2. The registering authority shall, by means of electronic communication, send information on the registration of the commencement of the liquidation process of the enterprise to the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia – the Revenue Service, which, within 10 working days from receipt of the relevant notification, shall ensure the provision to the registering authority of information on the existence of the subject's expected tax obligation. Information that the subject's tax obligation is expected to exist shall contain an indication of the period within which a tax audit will be conducted for the purpose of verifying the existence of the tax obligation/debt. This period shall not exceed 90 days from the registration of the commencement of the liquidation process of the enterprise. If necessary, the 90-day period for conducting a tax audit may be extended only once, by not more than 2 months. If the 10-day period for the provision of information on the existence of the subject's expected tax obligation provided for by this paragraph, as well as the period for conducting the tax audit indicated in this information, expires without result, the subject shall be considered as having no tax debt.

Article 83. Liquidator 1. The liquidation process of an enterprise shall be jointly managed by the managing persons who are appointed as liquidators, except when the charter or a decision of the general meeting provides for the appointment of other persons as liquidators.🔗

2. On the basis of a court conviction that has entered into legal force in a criminal case concerning the forced dissolution of a legal entity, the liquidation of the legal entity shall be carried out by a person determined by the court.

3. A liquidator must meet the requirements set for the managing person of a business company.

4. The general meeting is entitled to dismiss the liquidator at any time, except when the liquidator has been appointed by the court.

5. If there is an important ground, the court is entitled, on the basis of an application of any partner of a business company, in a joint-stock company, a limited liability company or a cooperative — of 10 percent of the partners, and, if a supervisory board exists, also of the supervisory board, to dismiss the liquidator or appoint a new liquidator. The court of first instance shall consider the matter provided for by this paragraph according to the legal address of the business company.

6. The managing person shall apply to the registering authority with an application for registration in the register of liquidators. A partner has the right to apply to the registering authority with this application. The said application must be accompanied by a document certified in accordance with paragraph 3 of Article 4 of this Law concerning the appointment or dismissal of the liquidator and his/her powers, a specimen signature of the liquidator, and, if the liquidator is not a managing person, also the liquidator's consent. Upon every change of the liquidator or his/her powers, the liquidators shall submit an application for registration of the change in the register.

Article 84. Powers of the liquidator 1. In carrying out activities related to liquidation, liquidators shall enjoy the same rights and bear the same duties as managing persons, except for the prohibition of competition. The obligation provided for by Article 51 of this Law shall apply to liquidators.🔗

2. Liquidators shall complete current matters, realize assets and perform the obligations of the business company. Liquidators shall have the right to conclude new transactions if this is necessary for liquidation.

3. Immediately upon appointment, liquidators shall draw up a balance sheet as of the day of commencement of liquidation.

Article 85. Distribution of property 1. Unless otherwise provided by the charter, the property of a business company in the process of liquidation shall be distributed among the partners in accordance with the rights associated with their shares.🔗

2. If the contributions were not fully made, the contributions or their value shall initially be returned, and the remaining property shall be distributed in accordance with the rights associated with the partners' shares.

3. If the property is insufficient for the return of the contributions, the remaining property shall be distributed in accordance with the rights associated with the shares, and if the contributions were not fully made — in proportion to the contributions made.

Article 86. Protection of creditors in the liquidation process 1. Property may be distributed only after the satisfaction of the obligations of the business company and 5 months after the publication of the notice on the dissolution of the business company. On the basis of a court judgment, property may be distributed 3 months after the publication of the notice on the dissolution of the business company, if there is an independent auditor's report that all obligations have been performed and, given the existing circumstances, the distribution of property does not endanger the rights of third parties.🔗

2. If known creditors do not declare their claims, property may be distributed only after placing the value corresponding to their claims in a court or notary deposit account.

3. If an obligation is disputed or the time limit for its performance has not arrived, property may be distributed only if the creditor is provided with security equal to the obligation.

4. A Legal Entity of Public Law − the Pension Fund of Georgia (hereinafter − the Pension Fund) is not a creditor for the purposes of this Law. In relation to the pension assets in the ownership of a participant as defined by the Law of Georgia "On Accumulative Pension", the creditor/creditors is/are the respective participant or the participant's heir/heirs. In the event of an application by the liquidator in accordance with this Law, the Pension Fund of Georgia shall be obliged to provide the said person/persons with the information available in the electronic system on the pension contributions made by the respective employer, as well as the information obtained as a result of comparison with the data received from the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia − the Revenue Service, in accordance with the Law of Georgia "On Accumulative Pension".

Law of Georgia of 1 November 2023 No. 3604 – website, 20.11.2023.

Law of Georgia of 27 June 2024 No. 4314 – website, 12.07.2024.

Article 87. Continuation of Existence by a Dissolved Entrepreneurial Company 1. On the basis of a decision of the partners, a dissolved entrepreneurial company may continue its existence if the general meeting so decides by a majority of 3/4 of the votes of those participating in the voting and the distribution of the entrepreneurial company's property among the partners has not begun. The charter may provide for the requirement of a larger number of votes or the existence of other preconditions.🔗

2. The decision on the continuation of existence by the dissolved entrepreneurial company shall be submitted by the liquidators to the registering authority for registration in the register. They shall also bear the obligation to confirm that the distribution of the entrepreneurial company's property among the partners has not begun.

3. The decision on the continuation of existence by the dissolved entrepreneurial company shall enter into force only after its registration in the register.

Article 88. Cancellation of Registration of an Entrepreneurial Company 1. The full distribution of the entrepreneurial company's property results in the completion of the liquidation of the enterprise. The liquidation process of the enterprise shall be completed no later than 4 months after the registration of the commencement of the enterprise's liquidation process, and in the case of an extension of the time limit for conducting a tax audit — no later than 1 month after the registering authority receives information on the completion of the tax audit.🔗

2. The liquidators shall apply to the registering authority with a request for registration of the liquidation, on the basis of which the registering authority shall cancel the registration of the entrepreneurial company.

3. In the case of declaring an entrepreneurial company bankrupt on the basis of Georgian legislation, the person authorised to represent the debtor shall be obliged to submit to the registering authority the relevant court ruling within 30 days of its issuance, as a result of which the registration of the entrepreneurial company shall be cancelled.

Article 89. Obligation to Preserve the Documentation of a Liquidated Entrepreneurial Company The documentation of a liquidated entrepreneurial company shall be preserved for 6 years from its creation, and if this documentation includes a contract concluded by the entrepreneurial company — for 6 years from the expiry of the term of the contract, in a safe place determined by the liquidators, and in the event of their disagreement, it shall be determined by the court on the basis of an application of a liquidator or a partner. Former partners and creditors may have unhindered access to this documentation, taking into account the restrictions established by Georgian legislation.🔗

Article 90. Renewal of the liquidation process due to the discovery of remaining property or the necessity of performing additional liquidation actions. If, after the cancellation of registration of an entrepreneurial company, it becomes clear that property remains or it is necessary to perform additional liquidation actions, the court shall, on the basis of an application of a person having a legal interest, appoint the same or a new liquidator. The rights and obligations of liquidators are determined by Article 84 of this Law. The liquidation process shall be completed in accordance with the general rule established by this Law.🔗

Article 91. Cancellation of registration of an individual entrepreneur 1. The grounds for cancellation of registration of an individual entrepreneur are:🔗

a) personal application;

b) death of a natural person registered as an individual entrepreneur, declaration of such person as deceased by a court or recognition of such person as missing, as well as recognition of such person as a support recipient, unless otherwise determined by the court's judgment on recognition as a support recipient.

2. Cancellation of registration of an individual entrepreneur entails termination of a general commercial power of attorney (if any).

3. In the case of cancellation of registration of an individual entrepreneur, the respective natural person shall be his/her successor.

4. In the cases provided for by subparagraph „b“ of paragraph 1 of this Article, the registration of an individual entrepreneur shall be cancelled upon the request of any person or at the initiative of the registering authority.

Article 92. Time limits for limitation and challenge 1. The general limitation period for claims arising from legal relations regulated by this Law is 5 years. In the relevant case, Articles 128–146 of the Civil Code of Georgia shall apply.🔗

2. Under this Law, the general time limit for challenge is 6 months, which shall be counted from the moment when the person entitled to challenge learned or should have learned about the right to challenge.

Article 93. Right and time limits for challenging/appealing decisions of the general meeting, the supervisory board, the managing body/managing person 1. A decision of the general meeting, the supervisory board, the managing body/managing person may be challenged and appealed if it violates the requirements of the legislation of Georgia or the charter. Declaration of invalidity of this decision is inadmissible if the violation is immaterial.🔗

2. The right to challenge a decision of the general meeting shall be held by:

a) a partner participating in the general meeting who attended this meeting and voted against the said decision, and in the case of a joint-stock company — a partner who additionally entered his dissenting opinion in the minutes of the general meeting or submitted to the court evidence that his dissenting opinion was unjustifiably not entered in the minutes of the general meeting;

b) a partner who did not attend the general meeting, if he was refused admission to this meeting without proper legal grounds, or the meeting was convened in violation of the established rules, and/or the issue on which the said decision was adopted had not been included in the agenda;

c) the managing body;

d) a member of the managing body, as well as a member of the supervisory board, if the said decision imposes an obligation on him or restricts his right.

3. The right to challenge a decision of the supervisory board shall be held by a partner and the managing body/managing person, as well as a member of the supervisory board, if this decision imposes an obligation on him or restricts his right.

4. The right to challenge a decision of the managing body/managing person shall be held by a partner and the supervisory board, as well as another managing person, if this decision imposes an obligation on him or restricts his right and the challenging person did not support the adoption of this decision.

5. A claim for challenging a decision must be filed within 1 month from the moment when the person entitled to challenge learned or should have learned about the adoption of this decision, but no later than 6 months from the day of adoption of the decision, and if the general meeting was convened or held in gross violation of the requirements of the law or the charter — no later than 1 year from the day of adoption of the decision. In the case of concealment of the decision or information, the time limit for challenging shall be counted from the moment when the said decision became known to the person entitled to challenge. Restoration of a missed time limit for appealing a decision is inadmissible.

Article 94. Concept of a Solidary Liability Company 1. A Solidary Liability Company is an entrepreneurial company whose partners jointly, under a single firm name, carry out entrepreneurial activity and are liable to creditors for the obligations of this company directly and without limitation, as solidary debtors.🔗

2. A Solidary Liability Company must have at least 2 partners.

Article 95. Amendment of the Charter by Consensus A charter may be amended only with the consent of all partners (the principle of consensus), unless otherwise provided by the charter.🔗

Article 96. Obligation to Make a Contribution 1. If, under the charter, a partner has assumed the obligation to make a contribution, in the event of non-performance of this obligation within the period determined by the charter, the remaining partners may adopt a decision on the expulsion from the joint liability company of the partner who has breached the obligation to make a contribution, unless otherwise provided by the charter or the joint liability company has only 2 partners. If the joint liability company has only 2 partners, in the event of non-performance of the obligation provided for by this paragraph, the joint liability company may be dissolved in accordance with the procedure established by Chapter IX of this Law.🔗

2. A partner shall be entitled, on behalf of the joint liability company, to demand the performance of the obligation to make a contribution assumed by another partner and, for this purpose, to bring the joint liability company before a court.

3. A partner shall have the right to apply to a court with a claim on behalf of the joint liability company only if the partner who has breached the obligation to make a contribution has been warned in writing to that effect and has failed to perform the said obligation within 1 month of the warning.

Article 97. Representation of the Joint Liability Company 1. In relations with third parties, all partners shall have the authority to represent the joint liability company.🔗

2. Where there is an important ground, a partner may be deprived of the representative authority by a judgment delivered by a court on the basis of a claim of the remaining partners. An important ground exists if the partner has grossly breached the obligations assumed, or if he fails to properly represent the joint liability company in relations with third parties, and otherwise.

Article 98. Objection by a partner of a solidary liability company 1. If a creditor's claim is presented to a partner in connection with an obligation of the solidary liability company, he may raise an objection. The solidary liability company or the partner personally has the right to raise it against the said claim of the creditor.🔗

2. A partner may refuse to satisfy the creditor's claim as long as the solidary liability company has the right to contest the transaction that underlies the solidary liability company's obligation to the creditor.

3. A partner may refuse to satisfy the creditor's claim as long as the creditor's claim can be satisfied by performance of a due counterclaim of the solidary liability company (set-off of claims).

4. In order to carry out compulsory enforcement against a partner's property, the creditor is obliged, together with the issuance of a writ of execution against the solidary liability company, to request the issuance of a writ of execution against the said partner.

Article 99. General meeting of the solidary liability company 1. A partner may, observing a 1-week period, convene the general meeting of the solidary liability company by sending an invitation to all other partners by insured letter or e-mail. The invitation must contain the draft agenda of the general meeting. Within 3 days after receipt of the invitation, the partners may request that additions be made to the agenda of the general meeting. This request must be satisfied.🔗

2. At the general meeting, the partners elect the chairperson of the general meeting from among their number by a majority of the votes of those participating in the voting. At the general meeting, each partner has 1 vote.

Article 100. Adoption of a decision by the general meeting 1. If a decision to be adopted by the general meeting concerns a change in the subject of the solidary liability company's activity or goes beyond the scope of its ordinary activity, the consent of all partners is necessary for its adoption, unless otherwise provided by the charter or by an amendment to the charter adopted with the consent of all partners.🔗

2. If a decision of the general meeting places any partner in an unequal position compared to other partners, the consent of that partner is necessary.

3. If a decision to be adopted by the general meeting concerns a dispute between the solidary liability company and a partner or a transaction to be concluded between the solidary liability company and a partner, that partner does not participate in the voting.

Article 101. Management of a joint liability company 1. Every partner has the right to manage the joint liability company. A partner who exercises this right and has not been excluded from management activity shall be obliged to carry out the said activity. A partner shall not perform, by virtue of his management authority, any act to which another partner holding management authority objects.🔗

2. If under the charter management authority is conferred on one or several partners, the other partners shall not carry out management activity.

3. Complete exclusion of all partners from management activity shall be inadmissible.

4. If a partner of a joint liability company is a legal entity, the exercise of management authority shall be incumbent on its manager/managers.

Article 102. Consent of the partners and deprivation of management authority from the managing partner 1. For the conclusion of certain transactions, the charter may provide for the prior, mandatory consent of the partners.🔗

2. The managing partner shall have the right to conclude a transaction without the consent of the remaining partners if the delay of its conclusion would cause grave consequences for the joint liability company, of which he must immediately notify the said partners.

3. The managing partner may, where an important ground exists, be deprived of management authority by a decision adopted by the court on the basis of a claim of the remaining partners. An important ground exists if the partner has grossly violated his obligations, or if he fails to properly manage the joint liability company, and otherwise.

Article 103. Right of a partner to exercise control 1. Every partner, including a partner who does not participate in the management of the joint liability company, shall have the right to receive information about the activity of the joint liability company and to review its business documentation. This right may not be restricted.🔗

2. Every partner, including a partner who does not participate in the management of the joint liability company, shall have the right to demand from the other partners the performance of the obligations existing towards the joint liability company and, in this regard, to file a claim in the name of the joint liability company.

Article 104. Profit and Loss of a Joint Liability Company 1. Unless otherwise provided by the charter, at the end of each business year, on the basis of the financial statements, the annual profit or loss of the joint liability company shall be determined and each partner's share therein shall be calculated.🔗

2. A partner's share of the profit shall be added to that partner's contribution if it was not fully made.

3. A partner's share of the loss and the money spent by him during the business year from the account of the joint liability company shall be deducted from that partner's share of the profit.

Article 105. Distribution of the Profit and Loss of a Joint Liability Company 1. A partner shall be entitled to demand, from the annual profit of the joint liability company determined at the end of the business year, a dividend in the amount of 4 per cent of the amount corresponding to his share in the capital of the joint liability company. If the amount of the annual profit is insufficient, the percentage for calculating the dividend shall be reduced accordingly.🔗

2. When calculating the dividend provided for by paragraph 1 of this Article, account shall be taken of the contribution made by the partner during the business year in proportion to the time remaining from its making until the end of the business year. If during the business year the partner spent money from his share in the capital of the joint liability company, the money/amount spent shall be taken into account in proportion to the time elapsed before the spending.

3. When calculating the dividend in accordance with paragraphs 1 and 2 of this Article, the profit remaining as a result of the calculation of the amount, as well as the loss of the business year, shall be distributed equally among the partners.

4. The charter may provide for a procedure for the distribution of the profit or loss of the joint liability company different from that established by this Article.

5. A partner shall not be obliged to return the amount which he receives as profit in good faith and on the basis of a properly drawn up balance sheet.

Article 106. Spending of Money by a Partner 1. A partner shall be entitled to withdraw from the cash desk of the joint liability company, for his own expenses, an amount of up to 10 per cent of the share of the capital allocated to him in the last business year and, if this does not cause obvious harm to the company, to demand the withdrawal of his share of the profit from the profit of the last business year, which may exceed the said amount.🔗

2. The charter may provide for rules for the spending of money by a partner different from that established by paragraph 1 of this Article, including the necessity of adopting a decision of the general meeting on the spending of money by a partner.

3. Except for the case provided for by paragraph 1 of this Article, a partner shall not be entitled to deduct an amount from his share of the capital without the consent of the remaining partners.

Article 107. Reimbursement of Expenses to a Partner The joint liability company shall be obliged to reimburse the partner for all necessary expenses which he incurred in order to ensure the activity of the joint liability company.🔗

Article 108. Transfer of a share by a partner 1. A partner may, with the prior consent of all other partners, transfer his/her share, unless otherwise provided by the articles of association.🔗

2. A written contract shall be required for the transfer of a share by a partner.

Article 109. Withdrawal or expulsion of a partner from a general partnership 1. If a partner wishes to withdraw from a general partnership, he/she must notify thereof at least 6 months before the end of the business year.🔗

2. If, within the framework of insolvency proceedings against a partner, a bankruptcy process begins, he/she shall be deemed to have withdrawn from the general partnership from the moment the bankruptcy regime begins.

3. If a partner has intentionally or through gross negligence failed to perform a material obligation assumed towards the general partnership, or if he/she is no longer able to perform this obligation, or if there are other significant grounds, the court may, upon the request of the other partners, issue a judgment on the expulsion of the partner from the general partnership.

Article 110. Relations after the withdrawal/expulsion of a partner from a general partnership 1. In the event of the withdrawal/expulsion of a partner from a general partnership, his/her share in the general partnership shall be added to the shares of the other partners in proportion to those shares.🔗

2. The other partners shall be obliged to release the partner who has withdrawn/been expelled from the general partnership from the debts of the general partnership and to pay him/her compensation in the amount that he/she would have received in the event of dissolution of the general partnership. The partner who has withdrawn/been expelled from the general partnership shall not be entitled to claim security.

3. Those obligations of the partner who has withdrawn/been expelled from the general partnership owed to the creditors of the general partnership that arose before his/her withdrawal/expulsion from the general partnership shall remain in force for 3 years from the withdrawal/expulsion of this partner.

4. The value of the property of the general partnership shall be assessed as of the day when the withdrawal of the partner from the general partnership enters into force, or when, within the framework of insolvency proceedings against the partner, the bankruptcy process begins, or when an action is brought for the expulsion of the partner from the general partnership. The corresponding claim shall be satisfied upon submission of the separation balance sheet.

Article 111. Death of a Partner of a General Partnership 1. In the event of the death of a partner of a general partnership, his/her share shall be added to the shares of the other partners. The general partnership shall pay to the heirs of the deceased partner the compensation provided for by paragraph 2 of Article 110 of this Law, unless otherwise provided by the charter.🔗

2. If the charter provides that the deceased partner shall be replaced by his/her heir, each heir may take a decision on participation in the general partnership, depending on whether or not he/she is granted the status of a limited partner and whether or not his/her share in the deceased partner's contribution is considered a limited partner's contribution.

3. Unless otherwise provided by the charter, the limited partner's share of profit shall be determined according to the heir's share in the deceased partner's contribution.

4. If the remaining partners do not agree to the heir of the deceased partner remaining as a limited partner in accordance with paragraph 2 of this Article, paragraph 1 of this Article shall apply.

5. The heir of the deceased partner may make a corresponding statement within 6 months from acceptance of the inheritance. If the heir does not join the general partnership as a jointly liable partner, he/she shall be liable for those debts of this partnership that arose before clarification of his/her status, and in accordance with the rules established by the Civil Code of Georgia that determine the liability of an heir for a testamentary legacy.

6. If several heirs of the deceased partner wish to participate in the partnership, they shall be co-partners.

7. The replacement of the deceased partner by his/her heir in the capacity of a limited partner leads to the transformation of the general partnership into a limited partnership, to which the norms established by this Law for the reorganization of a business company do not apply. The limited partnership shall ensure compliance of the registration documentation with the rules regulating a limited partnership within 2 months from the adoption of the decision on the replacement of the deceased partner by his/her heir in the capacity of a limited partner.

Article 112. Concept of a Limited Partnership 1. A limited partnership is a business company whose partners jointly carry out entrepreneurial activity under a single firm name and of which at least 1 partner's liability to the creditors of the limited partnership is limited to the relevant guarantee amount (limited partner), while the other partner/partners is/are liable to the creditors directly and without limitation as joint debtors (general partner).🔗

2. In addition to the rules established by the General Part of this Law, the norms regulating a general partnership shall apply to a limited partnership, unless otherwise provided by this Chapter.

Article 113. Right of the limited partner to exercise control 1. A limited partner has the right to request a copy of the annual report of the limited partnership and, on the basis of familiarisation with the relevant business documentation, to verify the accuracy of this report.🔗

2. Where an important ground exists, the court may, on the basis of an application by one of the limited partners, at any time request the submission to it of the data of the balance sheet and annual report of the limited partnership, as well as other information and documents.

3. The right provided for by paragraphs 1 and 2 of this Article may not be withdrawn from or restricted for a limited partner by the charter.

Article 114. Management of the limited partnership 1. A limited partner may not act contrary to the management activity carried out by the general partners within the scope of the ordinary entrepreneurial activity of the limited partnership. If the action of the general partners goes beyond the ordinary entrepreneurial activity of the limited partnership, a decision of the general meeting is required, in the adoption of which the limited partners also participate.🔗

2. If a limited partner has been granted by contract the authority to carry out an act of legal significance, he shall be liable to the limited partnership as the managing body of a limited liability company. In the case of alienation of a share by a limited partner, the management authority shall not pass to the acquirer of the share.

Article 115. Right of the limited partner to vote 1. A limited partner has the right to participate in the general meeting.🔗

2. A limited partner has the right to vote at the general meeting only in the cases provided for by law or the charter. Each limited partner has 1 vote, unless otherwise provided by the charter.

Article 116. Guarantee amount of the limited partner 1. The guarantee amount of a limited partner towards the creditors of the limited partnership is determined by the amount of the guarantee amount indicated in the register.🔗

2. A limited partner shall be liable to the creditors of the limited partnership only with the guarantee amount. If the guarantee amount has not been contributed in full, the limited partner shall also be liable to the creditors of the limited partnership in the amount of the contribution not made by him.

3. In the case of return of the guarantee amount to the limited partner, the guarantee amount shall not be considered as contributed towards the creditors of the limited partnership.

4. Creditors may rely on an unregistered increase of the guarantee amount indicated in the register only if the increase becomes known by the procedure established in business relations or the limited partnership notifies the creditors thereof in another way.

Article 117. Reduction of the guarantee amount of the limited partner The reduction of the guarantee amount of a limited partner does not entail the reduction of his liability if the obligation of the limited partnership towards the creditor arose before the reduction of his guarantee amount.🔗

Article 118. Representation of the limited partnership in relations with third parties The limited partnership is represented by the general partners, unless the general partner's authority of representation is restricted by the charter.🔗

Article 119. Representative authority of a limited partner A limited partner has the authority to represent a limited partnership only on the basis of a power of attorney issued by the general partners.🔗

Article 120. Distribution of profits and losses of a limited partnership 1. Profit shall be credited to a limited partner only until his share in the capital of the limited partnership reaches the amount of the guarantee sum provided for by the charter.🔗

2. A limited partner shall participate in covering the losses of the limited partnership up to the amount of his guarantee sum and his outstanding contribution.

Article 121. Receipt of profit by a limited partner 1. A limited partner may receive the profit due to him only in proportion to his share. He may not demand this profit as long as his contribution is less than the amount provided for by the charter.🔗

2. A limited partner shall not be obliged to return the amount which he receives as profit in good faith and on the basis of a properly drawn up balance sheet.

Article 122. Alienation or transfer by inheritance of a share by a limited partner 1. A limited partner may alienate or transfer by inheritance his share without the consent of the other partners, unless otherwise provided by the charter.🔗

2. A written contract shall be required for the alienation of a share by a limited partner.

Article 123. Concept of a limited liability company 1. A limited liability company is an entrepreneurial company whose capital is divided into shares, and the liability of the partners for the obligations of this company is limited.🔗

2. A limited liability company shall be liable to a creditor with all its property.

3. A limited liability company shall not be liable for the obligations of the partners.

Article 124. Managing body of a limited liability company 1. A limited liability company shall be managed and represented in relations with third parties by the managing body, which consists of one or several managing persons. Where there are several managing persons, the respective norms on the bodies of a joint-stock company shall apply. A managing person may be either a natural person or a legal person.🔗

2. In exercising managerial and representative powers, a managing person shall be obliged to submit to the decision of the partners.

3. A managing person shall be entitled to take a decision on all matters which, in accordance with law or the charter, do not fall within the competence of the partners or the supervisory board. At the same time, the general meeting shall be entitled, by the majority provided for by paragraph 3 of Article 195 of this Law, to take a decision on any matter.

4. The content of relations with a managing person and the remuneration for his/her activity shall be determined by this Law and the service contract concluded with the managing person by the general meeting, and in the case of a dualistic management system − by the supervisory board.

5. In the event of the death of a managing person, his/her resignation from office or other termination of his/her powers, the partners shall elect a new managing person within 1 month.

Article 125. Supervisory board of a limited liability company 1. A limited liability company shall create a supervisory board if the law or the charter provides for the existence of a supervisory board.🔗

2. Articles 209−220 of this Law shall apply to the supervisory board, as appropriate, unless otherwise provided by the charter.

3. Articles 51 and 53 of this Law shall apply to a member of the supervisory board, unless otherwise provided by the charter.

Article 126. Decision of partners of a limited liability company 1. The adoption of a decision of the partners shall be required to resolve the following matters:🔗

a) approval of the financial statement;

b) distribution of the property of the limited liability company among the partners;

c) acquisition by the limited liability company of a share in its own capital;

d) amendment of rights arising from shares or classes of shares;

e) expulsion of a partner from the limited liability company;

f) withdrawal of a partner from the limited liability company;

g) appointment of a managing person to office, conclusion of a service contract with him/her, and dismissal from office;

h) creation of a supervisory board, except where the creation of a supervisory board is provided by law;

i) election of a member of the supervisory board, determination of the term of election, dismissal;

j) approval of the reports of the director and the supervisory board;

k) determination of remuneration for the activity of a member of the supervisory board;

l) participation in ongoing court proceedings against a member of the supervisory board or the director (including appointment of a representative for these proceedings);

m) reorganization of the limited liability company;

n) dissolution of the limited liability company;

o) adoption of amendments to the foundation agreement/articles of association of the limited liability company.

2. To adopt a decision of the partners, more than half of the votes of those participating in the voting shall be required, unless otherwise provided by the articles of association. The number of votes of a partner shall be calculated according to the share of that partner in the capital of the limited liability company, unless otherwise provided by the articles of association.

3. Amendments to the foundation agreement/articles of association of a limited liability company shall be adopted by a majority of 3/4 of the votes of those participating in the voting, unless a larger number of votes is provided by the articles of association.

4. The adoption of a decision concerning an amendment of a right related to any class of shares (including an amendment of the procedure for exercising the right) additionally requires the consent of the holders of at least 3/4 of the total number of votes related to the issued shares of the class subject to the amendment, unless otherwise provided by the relevant part of the articles of association adopted unanimously by the partners.

5. If a partner, in accordance with a decision to be adopted, is released from an obligation owed to the limited liability company, the scope of his/her obligation is reduced, the decision concerns the conclusion of a transaction with him/her or the bringing of a claim against him/her, settlement, or waiver of a claim, that partner shall not have the right to vote on the said matters. He/she also shall not have the right to cast a vote on behalf of another partner, except where his/her power of attorney concerns this matter.

Article 127. General Meeting of a Limited Liability Company 1. The governing body of a limited liability company, and in the case provided for by the charter, the supervisory board, shall convene the general meeting at least once a year, except for the case provided for by Article 129 of this Law.🔗

2. The general meeting that reviews the annual results of the activities of the limited liability company shall be convened within 6 months from the preparation of the annual balance sheet, unless a shorter period is provided for by the charter.

3. The general meeting shall be held no earlier than 14 days after the publication of the notice on convening the general meeting and the sending of invitations to the partners by the governing body or, in the case provided for by the charter, by the supervisory board. A different period may be established by the charter. The place and time of the general meeting shall not unreasonably restrict a partner's right to participate in the general meeting.

4. The notice/invitation on convening the general meeting shall contain the agenda of the general meeting.

5. A partner shall have the right to request the governing body to provide explanations on each item of the agenda of the general meeting and to submit his/her request/opinion. If the partner's request is submitted in writing at least 3 days before the general meeting, it shall be satisfied or included in the agenda as one of the items. A partner may, in the same manner, request the inclusion/addition of an item in the agenda. Refusal to provide explanations on an item of the agenda of the general meeting or to a request to include an item in the agenda shall be permissible only for the protection of the essential interests of the limited liability company, which shall be substantiated in writing.

6. The managing persons of the limited liability company, members of the supervisory board and other persons may also be invited to the general meeting.

Article 128. Extraordinary Meeting of Partners of a Limited Liability Company 1. The management body or the supervisory board (if any) has/have the right to convene an extraordinary meeting of partners, and in the absence of managing persons (death, resignation from office, other termination of their powers, etc.) − a partner/partners who holds/hold at least 5 percent of the shares or voting shares of the limited liability company has/have the right.🔗

2. A partner/partners who holds/hold at least 5 percent of the shares or voting shares of the limited liability company (initiating partner/partners) has/have the right to request the body authorized to convene the meeting, in accordance with the charter, to convene an extraordinary meeting of partners. The right to request the convening of an extraordinary meeting of partners arises not earlier than 1 month after the holding of the last general meeting.

3. The request of the initiating partner/partners regarding the convening of an extraordinary meeting of partners must be submitted in writing and must contain the items of its agenda. The content of these items must comply with the legislation of Georgia, the goals and the nature of the activity of the limited liability company. The body authorized to convene the general meeting is obliged to hold an extraordinary meeting of partners no later than 3 months after receipt of the said request.

4. If, within 20 days from the submission of the request of the initiating partner/partners regarding the convening of an extraordinary meeting of partners, it is not convened, the initiating partner/partners has/have the right to convene the extraordinary meeting themselves, approve its agenda and elect the chairperson of the extraordinary meeting in accordance with the procedure established by Article 36 of this Law. The extraordinary meeting of partners has a quorum if it is attended by partners holding a majority of the votes of the limited liability company.

5. The expenses of convening an extraordinary meeting of partners shall be borne by the limited liability company. An extraordinary meeting of partners shall be convened and held in compliance with the general rules established by this Law or the charter for the general meeting.

Article 129. Adoption of a decision of the general meeting of a limited liability company without holding a general meeting 1. In a case provided for by the charter, convening a general meeting is not necessary for adopting a decision of the partners. The body/person having the authority to convene the general meeting shall send the agenda containing the matters to be decided and the draft decision of the partners to the partners at their registered addresses, and in a case provided for by the charter — in electronic form. The communication, together with the draft decision of the partners and the agenda, shall contain:🔗

a) an indication of the period within which the partners must notify the body having the authority to convene the general meeting in writing of their position on the matters to be decided, except where that period is determined by the charter or by the draft decision. If the said period is not determined by the charter or by the draft decision, it shall be 15 days and shall be counted from the receipt of the draft decision by the partner;

b) all information/data and documents necessary for adopting the decision;

c) other documents and information/data provided for by the charter.

2. The charter may provide for notarisation of the partner's signature on the partner's written position.

3. If, within the period provided for by subparagraph „a“ of paragraph 1 of this article, a partner does not notify the body having the authority to convene the general meeting in writing of his/her consent to the draft decision of the partners, he/she shall be deemed not to consent to that draft.

4. When a decision of the partners is adopted without holding a general meeting, the majority of votes shall be calculated from the total number of votes of all partners.

5. A decision of the partners adopted in accordance with this article shall be signed by the body having the authority to convene the general meeting. It shall send copies thereof, which indicate the date of adoption of the decision, to the partners no later than 5 days after the adoption of that decision.

Article 130. Participation of a partner of a limited liability company in the general meeting 1. A partner of a limited liability company shall participate in the general meeting in person or through a representative. The representative authority (power of attorney) shall be issued in writing, with the right to represent at one or several general meetings or to represent for a certain period.🔗

2. The body convening the general meeting shall be notified of participation in the general meeting through a partner's representative, and the relevant power of attorney shall be submitted to it before the holding of that meeting or at the commencement of the meeting.

Article 131. Rules and conditions of voting by a partner of a limited liability company and of participation in the adoption of a decision by the partners 1. The rules and conditions of voting by a partner of a limited liability company and of participation in the adoption of a decision by the partners shall be determined by the charter. These rules and conditions must be indicated in the document on the convening of the general meeting or in the draft decision of the partners sent to the partners. If the charter does not establish the said rules and conditions, they shall be determined by the governing body of the limited liability company.🔗

2. The charter may provide that a partner who participates in the general meeting neither in person nor through a representative may, before the holding of this meeting, vote remotely, in writing, in accordance with the procedure established by paragraph 3 of this article, on the matters provided for by its agenda. In this case, the partner shall be deemed to have participated in the discussion of the matters provided for by the agenda of the general meeting.

3. If the charter permits voting by a partner attending or not attending the general meeting by means of a technical device, a vote cast in this manner shall be taken into account only if it is possible to reliably identify the person authorised to exercise the voting right and the respective shares. When the will is expressed by means of electronic communication, it must be confirmed by a notary or by an electronic signature, in accordance with the procedure established by the legislation of Georgia.

4. The chairperson of the general meeting and the body convening this meeting shall be responsible for the reliable identification of the person authorised to exercise the voting right and the respective shares.

Article 132. Application of the method of cumulative voting in a limited liability company In the case provided for by the charter or by a decision of the partners, the method of cumulative voting provided for by Article 199 of this Law shall be applied for the election of the governing body or the supervisory board of a limited liability company.🔗

Article 133. Share in a limited liability company 1. A share is an object of right which determines a person's participation in the capital of a limited liability company.🔗

2. The contribution of a partner to the capital of a limited liability company shall be determined in proportion to his/her share.

Article 134. Issued Capital of a Limited Liability Company 1. A limited liability company may have issued capital.🔗

2. If a limited liability company has only shares with nominal value, the amount of issued capital shall be equal to the sum of the shares with nominal value. If a limited liability company has issued both shares with nominal value and shares without nominal value, the amount of issued capital shall exceed the sum of the shares with nominal value. If a limited liability company has issued only shares without nominal value, the issued capital may be determined in any amount.

3. The issued capital of a limited liability company shall be expressed in national currency.

4. The initial amount of the issued capital of a limited liability company shall be determined by the foundation agreement. The partners shall adopt a decision on changing the amount of issued capital.

5. The foundation agreement may determine the minimum contribution acceptable for shares/any class of shares (the nominal value of a share). The nominal values of different classes of shares may be determined in different amounts.

Article 135. Classes of Shares of a Limited Liability Company 1. The charter may permit the existence of different classes of shares of a limited liability company. Shares that give rise to identical rights and obligations constitute one class of shares.🔗

2. The nominal value of all shares of one class shall be the same.

3. The rights and obligations related to different classes of shares and their content shall be regulated by the charter.

4. The adoption of a decision concerning a change of a right related to any class of shares (including a change in the procedure for exercising a right or performing an obligation) additionally requires the consent of the holders of at least 3/4 of the total number of votes related to the issued shares of the relevant class, unless otherwise provided by the relevant part of the charter adopted unanimously by the partners.

Article 136. Types of shares and issuance of new shares by a limited liability company🔗

1. A share shall be considered placed if it was issued by a limited liability company to another person in exchange for a certain consideration, regardless of whether or not this company has received this consideration.

2. Shares, the decision on the placement of which was adopted by the body determined by the partners' decision or the charter, or was adopted by the partners, are issued shares. Issued shares shall be recorded in the register and shall not create rights and obligations before placement. The placement of shares shall be carried out by the governing body of the limited liability company.

3. A share which, in accordance with the partners' decision, may be issued and placed in the future, is an authorised share. The amount and class of the authorised share, the corresponding share in the capital of the limited liability company, as well as its nominal value (if such value is established) shall be reflected in the founding agreement of the limited liability company.

4. By the partners' decision or the founding agreement of the limited liability company, the conditions may be established upon the existence of which and in accordance with which the authorised shares shall be issued and placed.

5. Within the limits of the authorised shares, the decision on the issuance of shares shall be adopted by the partners or by the authorised body determined by the charter or the partners' decision. The said decision shall contain the amount, the nominal value (if such value is established) and the class of the shares. This decision may also contain the term for the placement of the shares, the minimum price or other conditions.

6. The charter or the partners' decision may provide that, in the event of incompatibility of certain shares with certain conditions, the incompatible shares may be cancelled, which, in turn, may result in a reduction of the amount of issued shares by the amount of the cancelled shares. The governing body of the limited liability company shall make the corresponding amendment to the founding agreement.

7. In the case provided for by the charter, in accordance with the partners' decision, shares may be issued to the partners or to the partners holding one or several classes of shares proportionally, without the requirement to make contributions (issuance of shares from the property of the limited liability company). Shares of one class may not be issued as shares from the property of the limited liability company to partners holding shares of another class, except where, before the issuance of the shares to be issued or a part thereof, the charter provided for such possibility, or the partners holding shares of the class to be issued agreed by majority of votes to the issuance of these shares and/or there is no class of shares to be issued among the placed shares.

Article 137. Pre-emptive right to purchase new shares issued by a limited liability company🔗

1. Unless otherwise provided by the charter, the partners have the pre-emptive right to purchase new shares issued by a limited liability company.

2. Unless otherwise provided by the charter or by a decision adopted in accordance with paragraph 6 of this Article, a limited liability company shall not have the right to place issued shares or to offer the placement of shares on any terms to an indefinite circle of persons until it offers the partners in writing to purchase the issued shares on the same terms and sets a reasonable period for this.

3. In the case of an offer to exercise the pre-emptive right to purchase issued new shares, the limited liability company must give the partner a reasonable period for exercising this right, but not less than 14 days.

4. The pre-emptive right to purchase issued new shares shall apply in proportion to the share, unless all partners have agreed on another rule for exercising this right. If the shares offered in compliance with proportionality cannot be distributed exactly among the partners, the partners shall determine by majority of votes the rule for the pre-emptive purchase of those shares which cannot be distributed among the partners.

5. A partner who has the pre-emptive right to purchase issued new shares may, within the period determined by paragraph 3 of this Article, waive the said right in favour of any third person.

6. When a new share is issued, the pre-emptive right to purchase it may be restricted or excluded by a decision of the partners adopted by a majority of at least 3/4 of the votes of those participating in the voting. This decision may be adopted only on the basis of a report of the managing body of the limited liability company, which indicates the reasonable grounds for restricting or excluding the said right and substantiates the value of the transfer of the share.

Article 138. Making of a contribution by a partner of a limited liability company 1. A partner shall make the agreed contribution in monetary or non-monetary form, unless a non-monetary contribution is prohibited by the charter.🔗

2. The general meeting is entitled to release a partner from the obligation to make a contribution, except where the making of the contribution is necessary to satisfy creditors' claims or an important interest for the functioning of the limited liability company.

3. If the release from the obligation to make a contribution concerns a share with a nominal value, the release shall be permissible only by a corresponding reduction of the issued capital.

4. The contribution shall be made in the manner established by the charter or the partners' agreement. The making of the contribution in full or in part immediately upon the issuance of shares is not mandatory. In the absence of an agreement on the time limit for making the contribution, the contribution shall be made within a reasonable time after the demand of the limited liability company, which shall be determined taking into account the needs of this company, the financial situation of the partners and the volume of the obligation to be performed.

Article 139. Failure by a partner of a limited liability company to make a contribution and its consequences 1. If a partner fails to make a contribution within the established time limit, annual interest for exceeding this time limit shall accrue on the value of the overdue contribution at double the refinancing rate established by the National Bank of Georgia for the relevant period, unless otherwise provided by the charter.🔗

2. In the event of exceeding the time limit for making the contribution, the governing body may initiate the process of forfeiture of the share. The partner shall be sent a notice on the initiation of this process and shall be given an additional period of not less than 30 days for making the contribution.

3. After the additional period for making the contribution expires without result, a corresponding written notice shall be sent to the partner in breach thereof, and the partner shall lose, in favour of the limited liability company, the partner's share, the partially made contribution and the rights related thereto. Claims related to the contribution shall remain in force.

Article 140. Mandatory and Voluntary Additional Contributions 1. Before the placement of shares, the charter or an amendment to the charter, unanimously adopted by the partners holding the respective share, may provide, in accordance with a decision of the partners, for the obligation of the partners to make an additional contribution in monetary form and shall determine which share the obligation to make the additional contribution applies to. In such a case, the charter shall determine the maximum amount of the additional contribution.🔗

2. The partners shall make the additional contribution in proportion to their shares.

3. In the event of failure to make a mandatory additional contribution, Article 139 of this Law shall apply, as the case may be, except where the partner withdraws from the limited liability company in accordance with Article 144 of this Law.

4. A partner may, with the director's consent, make an additional voluntary contribution in non-monetary form as well, even where the charter does not provide for the obligation to make an additional contribution.

Article 141. Transfer of a Share in a Limited Liability Company 1. A partner may transfer (alienate or encumber) his/her share without the consent of the limited liability company and the partners.🔗

2. A decision that restricts, prohibits and/or makes the transfer (alienation or encumbrance) by a partner of his/her share dependent on the consent of the partners or the limited liability company, or that introduces an amendment to an existing restriction, prohibition or to the procedure for granting the consent required for the transfer (alienation or encumbrance) of a share, shall be adopted only with the consent of all partners to whom the said restriction or prohibition applies.

3. An agreement on the transfer of a share shall be concluded in writing.

4. A partner shall, immediately upon conclusion of the agreement on the transfer of a share, notify the limited liability company thereof.

5. The transfer of a share shall enter into force upon registration of the share in the name of the new partner by the registering authority. In this case, the norms established by the legislation of Georgia on a bona fide acquirer shall apply.

6. At the moment of alienation of a share, the partner alienating the share and the partner acquiring the share shall be jointly and severally liable to the limited liability company for the unperformed obligations related to the alienated share, unless otherwise provided by the charter.

Article 142. Acquisition by a Limited Liability Company of a Share in Its Own Capital 1. In the case of acquisition by a limited liability company of a share in its own capital, paragraphs 1, 4 and 7 of Article 145 of this Law shall apply in the relevant cases. It shall be permissible to acquire a share in own capital whose contribution payable in respect of it has been fully made.🔗

2. It shall be inadmissible to acquire in full, by a limited liability company, a share in its own capital which grants an unrestricted voting right or the right to receive its property upon completion of the liquidation process of the limited liability company.

3. In the case of acquisition by a limited liability company of a share in its own capital or acquisition of the same share by a subsidiary enterprise of the said company, this share shall not be taken into account for the purposes of counting votes, distribution of the property of this company, demanding its dissolution, and exercise of other rights arising from holding the share.

4. If the charter provides for the cancellation of a share acquired by a limited liability company in its own capital, the partners shall adopt a decision on the cancellation of this share. The cancellation of the said share shall be reflected in the charter.

5. A share acquired by a limited liability company in its own capital in violation of this Law or the charter shall be sold or cancelled before the end of the calendar year in which it was acquired.

6. The requirements of this Article shall, in the relevant case, apply to the acquisition by a third party, in its own name and at the expense of a limited liability company, of a share in the capital of the limited liability company.

Article 143. Expulsion of a Partner from a Limited Liability Company🔗

1. If there is a significant ground, the court may, on the basis of a claim filed by the limited liability company in accordance with a decision of the partners, adopt a decision on the expulsion of a partner from the limited liability company.

2. A significant ground exists when the partner's action causes significant damage to the interests of the limited liability company or his remaining as a partner is detrimental to the further activity of the limited liability company, if the limited liability company has warned the partner in writing, to no avail, about the cessation of the action damaging the interests of the limited liability company and about possible expulsion.

3. Unless the charter provides for a larger number of votes, the decision of the partners provided for by paragraph 1 of this article shall be adopted by a majority of the votes of those participating in the voting, but not less than half of the total amount of those shares of the limited liability company which confer the right to participate in the voting on this matter. In this case, the partner against whom the decision is to be adopted shall have no right to vote. In a limited liability company with 2 partners, the decision shall be adopted by the second partner in accordance with paragraph 1 of Article 20 of this Law.

4. The limited liability company may apply to the court with the claim provided for by paragraph 1 of this article within 30 days from the adoption of the relevant decision of the partners.

5. The court may, at the request of the limited liability company, before adopting a final decision on the case, suspend the partner's right to vote or other non-property rights.

6. If the court adopts a decision on the expulsion of a partner from the limited liability company, the partner shall be considered expelled from the moment the court judgment enters into legal force.

7. The shares of a partner expelled from the limited liability company shall pass to the limited liability company. The charter may provide for the transfer of the expelled partner's shares to the remaining partners proportionally or for the cancellation of the share/shares.

8. The partner expelled from the limited liability company shall be given the fair value of the share. In the relevant cases, paragraphs 1, 4 and 7 of Article 145 of this Law shall apply.

Article 144. Withdrawal of a partner from a limited liability company🔗

1. A partner shall be entitled to withdraw from a limited liability company in the cases provided for by the charter or in the case where the actions of the management of the limited liability company or of other partners significantly harm his/her interests, or where one of the following significant grounds/circumstances exists:

a) the subject of the limited liability company's activity has changed significantly;

b) the limited liability company has not distributed dividends over the last 3 years, despite the fact that the financial condition of the limited liability company allowed this;

c) the limited liability company has adopted the decision provided for by paragraph 4 of Article 135 of this Law;

d) other partners have adopted a decision on the obligation to make an additional contribution, which also applies to him/her.

2. If the basis for the occurrence of the circumstance provided for by paragraph 1 of this Article is a decision of the partners, the partner's right to withdraw from the limited liability company arises only if he/she did not support the said decision.

3. A partner shall notify the limited liability company in writing of his/her withdrawal from this company and the reasons for the withdrawal. Upon receipt of the said notification, the governing body of the limited liability company shall notify the other partners of the withdrawal of this partner from the company, after which the partners shall adopt a decision on granting consent to the partner's withdrawal from the limited liability company, as well as on transferring his/her share to the limited liability company, distributing it proportionally among the remaining partners, or cancelling it.

4. If, within 30 days of receipt of the relevant notification, the partners do not adopt the decisions provided for by paragraph 3 of this Article or by decision refuse to grant consent to the partner's withdrawal from the limited liability company, the governing body shall immediately notify the partner wishing to withdraw from the company thereof. If the governing body, within 30 days of receipt of the relevant notification, does not notify the partner wishing to withdraw from the limited liability company of the adoption of any decision by the partners, it shall be considered that the partners have refused to grant consent to the partner's withdrawal from the limited liability company.

5. The value of the share of the partner wishing to withdraw from the limited liability company shall be determined by agreement of the parties, and in the event of their inability to reach agreement — by an independent auditor appointed by the parties. If the parties cannot agree on the candidate of the independent auditor, the independent auditor shall be appointed by the court on the basis of an application of one of the parties.

6. The parties shall bear the cost of remuneration for the independent auditor's services in equal shares, and they shall be jointly and severally liable to the auditor for the payment of the cost of the auditor's services, unless otherwise provided by the agreement of the parties.

7. The decision on a partner's withdrawal from a limited liability company shall be taken by the court on the basis of the partner's application, where the circumstance provided for by paragraph 1 of this Article exists. Such application may be submitted within 30 days from the adoption by the partners of the decision provided for by paragraph 4 of this Article, and if such decision was not adopted — within 30 days from the expiry of the 30-day period without result. The court shall also determine the value of the share of the partner withdrawing from the limited liability company and the time limit for payment to him of the value of the share, which shall not exceed 30 days from the entry into force of the court's judgment.

8. The value of the share shall be paid to a partner withdrawing from a limited liability company:

a) within 15 days from the agreement of the parties on the amount of payment, unless the parties have agreed on another time limit;

b) within 30 days from the submission by the independent auditor to the parties of a written opinion;

c) within the time limit determined by the court.

9. In the case provided for by paragraph 8 of this Article, paragraphs 1, 4 and 7 of Article 145 of this Law shall apply.

Article 145. Distribution of Dividends of a Limited Liability Company 1. The management body of a limited liability company, taking into account the financial reporting data, prepares a proposal on the distribution of dividends of the limited liability company to the partners and submits it to the partners. The management body shall, together with the proposal on the distribution of dividends to the partners of the limited liability company, submit to the partners a statement on the solvency of the company, which confirms that during the next calendar year from the date of distribution of dividends this company will be able to perform due obligations in the course of ordinary and/or planned activities.🔗

2. The partners adopt a decision on the distribution of dividends to the partners that is in accordance with the proposal of the management body or different from it. The partners' decision on the distribution of dividends to the partners shall specify the date of distribution of dividends.

3. The right to claim dividends arises for a person who is a partner of the limited liability company at the moment of adoption of the decision provided for by paragraph 2 of this Article.

4. Dividends shall be distributed to the partners within the period determined by the charter or by this decision from the date specified in the partners' decision on the distribution of dividends to the partners, which shall not exceed 9 months from the adoption of the said decision. If the date is not specified in the decision on the distribution of dividends to the partners, the date of adoption of this decision shall be considered the date of distribution of dividends. Before its distribution, the dividend is an obligation of the limited liability company.

5. In the case of a reduction of issued capital, distribution of dividends in the amount released by the reduction of issued capital shall be inadmissible for 6 months from the date of reduction of issued capital. In the relevant case, Article 169 of this Law shall apply.

6. Distribution of dividends to the partners shall be inadmissible if there is a high probability that as a result the limited liability company will not be able to perform due obligations in the course of ordinary and/or planned activities during the next calendar year. Distribution of dividends to the partners shall also be inadmissible if as a result the assets of the limited liability company can no longer cover the liabilities and the amount of issued capital. Distribution of reserves shall also be inadmissible if this is prohibited by law or the charter.

7. A partner or a person related to a partner may have a contractual relationship with the limited liability company (including being a managing person or a member of the supervisory board and receiving from this company the remuneration arising from the respective contract), if the terms of the contract and the remuneration established by the contract substantially correspond to the terms of a contractual relationship existing between independent persons.

8. In the event of non-fulfilment of the obligations provided for by this Article, the partner shall be obliged to return the received dividend/remuneration if he knew or should have known about the inadmissibility of the distribution of the dividend or of the receipt of the dividend/remuneration. For non-fulfilment of the obligations provided for by this Article, the managing person shall be liable to the limited liability company jointly and severally, with all his property, directly and immediately. The limited liability company may not waive the exercise of this right.

Article 146. Right of a partner of a limited liability company to receive information and to review documentation 1. The governing body of a limited liability company shall be obliged, upon the partner's request, within a reasonable time, to provide the partner with information on the activities of the limited liability company and to give the partner the opportunity to review the business documentation of the limited liability company.🔗

2. Refusal to provide the information provided for by paragraph 1 of this Article shall be permissible in order to protect against the risk of infringement of the essential interests of the limited liability company. The refusal shall be substantiated in writing. Refusal to provide information shall also be permissible if the requested information is publicly available.

3. Article 174 of this Law shall apply to a request by a partner of a limited liability company for the appointment of a special auditor.

Article 147. Right of a partner to bring a claim in favour of a limited liability company In the case of a partner bringing a claim in favour of a limited liability company, Article 222 of this Law shall apply.🔗

Article 148. Abuse of a dominant position by a partner of a limited liability company In the case of abuse of a dominant position by a partner of a limited liability company, Article 176 of this Law shall apply.🔗

Article 149. Agreement among partners of a limited liability company Articles 177 and 178 of this Law shall apply to an agreement among partners of a limited liability company.🔗

Article 150. Concept of a joint-stock company 1. A joint-stock company is an entrepreneurial company whose capital is divided into shares.🔗

2. A shareholder shall not be liable for the obligations of the joint-stock company.

3. A joint-stock company shall be liable to a creditor with all its property.

4. A joint-stock company shall not be liable for the obligations of shareholders.

Article 151. Concept of a share 1. A share is a registered security or a dematerialized security which determines a person's participation in the capital of a joint-stock company.🔗

2. A registered share is a registered security as defined by Article 928 of the Civil Code of Georgia.

3. If the shares of a joint-stock company are public securities, these shares shall be dematerialized, except for the exceptions provided for by special legislation.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 152. Making a Contribution in a Joint-Stock Company 1. The performance of work or the provision of services may not be the subject of a non-monetary contribution in a joint-stock company.🔗

2. The procedure and time limit for making a contribution shall be determined by law and/or the charter. If the said time limit is not established, the shareholder shall make the contribution within a reasonable time after the joint-stock company's demand. For unperformed obligations related to a share at the time of its alienation, the transferring shareholder shall be jointly and severally liable to the joint-stock company together with the acquirer, unless otherwise provided by the charter.

3. Upon the establishment of a joint-stock company or an increase of its capital, the shareholder shall make the contribution within 5 years from the moment of registration of the joint-stock company or of the increase of its capital, unless a shorter time limit is provided by the charter.

4. By the moment of registration of the joint-stock company or of the increase of its capital, the shareholder shall make a monetary contribution in the amount of at least 25 percent of the nominal value of the respective issued share, and in the absence of a nominal value — in the amount of at least 25 percent of the value established by paragraph 2 of Article 156 of this Law.

5. If a shareholder has violated the time limit for making a monetary contribution, annual interest shall be accrued on the overdue unperformed monetary contribution at double the refinancing rate established by the National Bank of Georgia for the respective period, unless otherwise provided by the charter. The joint-stock company may additionally demand compensation for damage caused by the violation of the said time limit. The same rule applies to a non-monetary contribution.

6. In the event of a violation by a shareholder of the time limit for making a monetary contribution, the governing body of the joint-stock company may initiate the share forfeiture process. In this case, the joint-stock company shall warn the shareholder about the initiation of the share forfeiture process and grant him an additional period of not less than 30 days for making the monetary contribution.

7. After the additional period expires without result, by a notice sent by the governing body, the shareholder shall lose the share, the contribution made and the rights related thereto in favour of the joint-stock company. The claims of the joint-stock company related to the unperformed contribution shall remain in force.

8. The governing body may at any time adopt a decision on the termination of the share forfeiture process.

9. For the exercise by the governing body of the powers provided for by this Article, the charter may provide for the necessity of the consent of the supervisory board. These powers may be determined in whole or in part as powers of the general meeting, if the charter provides for such a possibility.

10. Before registration of a joint-stock company, an independent auditor selected by the shareholders shall prepare a report in relation to any non-monetary contribution, which shall be published on the electronic portal of the registering body. An independent auditor may be a natural person or a legal entity.

11. The independent auditor's report shall contain at least a description of each asset comprising the non-monetary contribution, the valuation methods used, and an indication as to whether the value obtained by applying these methods corresponds to the number and nominal value of the respective shares, and, in the absence of a nominal value, to the value established by paragraph 2 of Article 156 of this Law.

12. The requirement of paragraph 9 of this Article shall not apply to a new entrepreneurial company founded as a result of a merger/division, if the draft merger/division plan has been audited by an independent auditor in accordance with the procedure established by Article 70 of this Law.

Article 153. Authorized, issued and placed shares 1. Authorized shares are determined by the maximum number of shares to be placed provided for by the foundation agreement.🔗

2. Shares shall be considered issued shares if their exact number is determined by a decision of the authorized body of the joint-stock company and they are to be placed and paid for under the terms established by the decision on placement.

3. A share shall be considered a placed share if it is issued by the joint-stock company to another person subject to payment of a certain amount or other consideration and is held by a shareholder in accordance with the procedure established by Article 162 of this Law.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 154. Nominal value of a share 1. The foundation agreement may determine the value below which it is impermissible to issue a share of the respective class (the nominal value of the share).🔗

2. The nominal value of all shares of one class shall be the same.

Article 155. Share without nominal value 1. A joint-stock company may issue a share without nominal value.🔗

2. The minimum value for issuing a share without nominal value is determined by its share in the respective placed capital.

Article 156. Issued capital of a joint-stock company 1. The minimum amount of the issued capital of a joint-stock company at the time of registration of the joint-stock company shall be at least 100,000 GEL.🔗

2. If a joint-stock company has only shares with nominal value, the amount of the issued capital shall be the sum of the shares with nominal value. If a joint-stock company has issued both shares with nominal value and shares without nominal value, the amount of the issued capital shall exceed the sum of the shares with nominal value. If a joint-stock company has issued only shares without nominal value, the amount of the issued capital shall be at least the amount established by paragraph 1 of this Article.

3. If the value received as a result of the issue of a share exceeds the nominal value of the share, the said excess shall be the reserve capital of the joint-stock company, to which the requirements of paragraphs 1 and 2 of Article 168 of this Law shall not apply.

4. The amount of the issued capital shall be stated in the balance sheet of the joint-stock company.

Article 157. Consolidation and division of shares 1. Shares with nominal value may be consolidated or divided with a corresponding change in the nominal value and number of each share.🔗

2. Shares without nominal value may be consolidated or divided with a corresponding change in their number.

3. A decision on the consolidation or division of shares shall be adopted by the general meeting by a majority of not less than 3/4 of the votes of those participating in the voting, unless otherwise provided by the charter. If there are shares of different classes, the consent of a 3/4 majority of the holders of that part of the capital which is affected by the decision to be adopted shall also be required.

4. The consolidation and division of shares shall be carried out subject to the preservation of each shareholder's share in the capital of the joint-stock company.

Article 158. Class of share. Other security convertible into shares 1. Unless otherwise provided by the charter, a share may be ordinary or preferred. 1 ordinary share ensures the right to 1 vote at the general meeting. A preferred share does not ensure the right to vote, except in cases provided by law or the charter. The number of preferred shares shall not exceed half of the number of placed shares.🔗

2. A preferred share grants its holder the preference established by the charter with respect to the dividend rate and the order of receipt. The same preference applies upon distribution of the property of a dissolved entrepreneurial company among the shareholders, unless otherwise provided by the charter.

3. Shares of one class grant their holders equal rights.

4. A joint-stock company may introduce classes of shares different from that provided by this article.

5. The number of shares of any class, the rights and obligations related thereto, as well as the condition for changing these rights and obligations shall be reflected in the charter (and in case of a public offering − also in the emission prospectus) before the placement of the share of this class. After the placement of the share, a change of the right and obligation related to the placed share is permissible only with the consent of 3/4 of the holders of the shares of the respective class.

6. A joint-stock company may, in accordance with the procedure established by law, issue other securities convertible into shares.

Article 159. Transfer of shares dependent on the consent of the joint-stock company 1. The transfer of certain types of shares may be dependent on the consent of the joint-stock company. The procedure for granting the consent of the joint-stock company to the transfer of such a share shall be established by the charter before the transfer of the share.🔗

2. It is inadmissible to establish the requirement of the consent of the joint-stock company for the transfer of a public security as defined by the Law of Georgia "On the Securities Market".

Article 160. Prohibition of placement of new shares by a joint-stock company in its own favour 1. A joint-stock company may not place new shares in its own favour.🔗

2. If the shares of a joint-stock company were placed in favour of a third person acting in its own name and on the instruction of the joint-stock company, it shall be considered that these shares were placed in favour of the third person.

3. In case of violation of the requirement of paragraph 1 of this article, the shareholders of the joint-stock company, and in case of an increase of the placed capital − the members of the governing body, shall be obliged to pay the price of the shares, except for the case when they prove the absence of their fault.

Article 161. Own share 1. A joint-stock company shall have the right, subject to compliance with the conditions established by paragraph 3 of this article, to acquire and alienate its own shares.🔗

2. Shareholder rights do not arise from a joint-stock company’s own shares. The same rule applies to the voting right arising from shares owned by its subsidiary enterprise.

3. The redemption of own shares by a joint-stock company shall be permissible subject to compliance with the following conditions:

a) The general meeting must grant authorization for the redemption of own shares. This authorization must specify the maximum number of shares to be redeemed, the period of validity of the authorization, which must be not more than 5 years, as well as the minimum and maximum prices for the redemption of shares in the case of redemption for consideration;

b) The redemption of own shares must not cause the net assets of the joint-stock company to be reduced to an amount less than the amount of the issued capital indicated in the financial statements for the last approved financial year of the joint-stock company, as well as to an amount less than the aggregate of those reserves provided for by law or the charter, the distribution of which to shareholders is not permissible;

c) Only a share for which the corresponding contribution has been fully made shall be redeemed.

4. The nominal value of own shares redeemed by a joint-stock company must not exceed 25 percent of the issued shares. The same rule applies to the value established by paragraph 2 of Article 156 of this Law if the nominal value of a share is not determined.

5. The redemption of own shares provided for by paragraph 4 of this article shall not be permissible if, at the time of redemption of these shares, the joint-stock company is insolvent or, as a result of the redemption of the shares, it may be exposed to the risk of insolvency.

6. Own shares that the joint-stock company acquired or redeemed in order to reduce the issued capital shall be cancelled by the governing body of the joint-stock company.

7. In the event of violation of the requirements of paragraph 3 or 4 of this article, the joint-stock company shall be obliged to alienate the redeemed own shares within 1 year. If the redeemed shares are not alienated within this period, they shall be cancelled and the issued capital shall be reduced.

8. The rules established by this article shall also apply to the case of acquisition of a share by a third party in its own name and on the instruction of the joint-stock company.

9. In the case of acquisition of own shares by a joint-stock company, the rights arising from these shares shall be suspended.

10. In the case of acquisition of own shares by a joint-stock company, the financial statements shall reflect the data provided for by subparagraph "e" of paragraph 6 of Article 7 of the Law of Georgia on Accounting, Reporting and Audit.

11. Where a joint-stock company, directly or through a third party provided for by paragraph 8 of this Article, permits its shares to be used as collateral, the rules established by this Article for the acquisition of own shares shall apply, as the case may be, except where the shares are used as collateral by commercial banks, microbanks or other financial institutions in the ordinary course of their activities.

12. If a joint-stock company holds more than half of the voting shares or interests in another joint-stock company or a limited liability company, or is otherwise in a dominant position, the acquisition or holding of an interest in a joint-stock company by the said joint-stock company or limited liability company shall be deemed to be the acquisition of own shares provided for by this Article and shall be subject to the relevant governing norms, except where the acquirer is a nominee holder and does not act on behalf of or on the instruction of the joint-stock company, or on behalf of or on the instruction of the joint-stock company or limited liability company in which the joint-stock company holds more than half of the voting shares or interests or is otherwise in a dominant position.

Law of Georgia of 22 February 2023 No. 2613 – website, 10.03.2023.

Article 162. Register of shares, holding of a share, confirmation of a shareholder's ownership right to it 1. If the number of shareholders is 50 or fewer, a joint-stock company has the right to maintain the register of shares itself or through a licensed securities registrar. If the number of shareholders is more than 50, the joint-stock company shall maintain the register of shares through a licensed securities registrar. The register of shares of a joint-stock company shall be maintained in accordance with the relevant rules adopted by the National Bank of Georgia. If a joint-stock company maintains the register of shares itself or through a licensed securities registrar, the shareholder's ownership right to a share is confirmed by an entry in the register of shares of the joint-stock company, and if the share has been transferred into nominal holding in accordance with the entry in the register of shares − by the entry of the respective nominal holder. At the shareholder's request, he/she shall be issued an extract from the register of shares of the joint-stock company or from the nominal holder's entry. If, in accordance with the Law of Georgia "On the Securities Market", the holding of a registered share is not carried out in Georgia, the shareholder's right to the share is confirmed by the entry of the financial institution that holds the share for the benefit of the shareholder. This paragraph does not apply to a joint-stock company whose shares are dematerialized.🔗

2. The holding and circulation of a dematerialized share shall be regulated, and the procedure for confirming a shareholder's ownership right to such a share shall also be determined, in accordance with the Law of Georgia "On the Holding of Dematerialized Securities". If, in accordance with the Law of Georgia "On the Holding of Dematerialized Securities", the holding of a dematerialized share is not carried out in Georgia, the shareholder's right to the share is confirmed by the entry of the financial institution that holds the share for the benefit of the shareholder.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 163. Procedure for Implementing a Change of the Placed Capital of a Joint-Stock Company 1. A change of the placed capital of a joint-stock company shall be implemented in accordance with the legislation of Georgia and the charter.🔗

2. The general meeting shall adopt a decision on a change of the placed capital.

3. The decision on a change of the placed capital shall specify the grounds, procedure and corresponding amount for implementing the change. This decision shall also contain information on the number and nominal value of the shares to be placed or cancelled, if the value of the share is determined.

4. A decision on a change of the placed capital shall be valid from the moment of its registration and publication. The governing body of the joint-stock company shall be responsible for ensuring the corresponding requirement.

5. In the event of an increase of the placed capital, the following is possible:

a) new shares may be issued and placed;

b) new shares may be issued and placed using the joint-stock company's own property;

c) new shares may be issued and placed at the expense of an increase in the nominal value of the placed shares, using the joint-stock company's own property.

6. The issue of new shares, as well as an increase in the nominal value of the placed shares, shall be registered in accordance with the established procedure.

7. In order to adopt a decision on a change of the placed capital, a separate vote shall be held for each class of shares whose holders' rights are affected by the said decision.

8. The requirements of this Article shall apply, as appropriate, to the issue of other securities convertible into shares, but shall not apply to the conversion itself.

Article 164. Increase of Capital by Issuing Additional Shares. 1. Unless otherwise provided by the charter, the decision on increasing capital by issuing additional shares shall be adopted by the general meeting by not less than 3/4 of the votes of those participating in the voting.🔗

2. The decision on increasing capital by issuing additional shares shall specify the number and class of shares to be placed, as well as the procedure and conditions for their placement.

3. The shares issued during a capital increase must be paid up, at the time of their placement, by at least 25 percent of the nominal value, and, in the absence of nominal value, by at least 25 percent of the value established by paragraph 2 of Article 156 of this Law. If the shares are issued at a price higher than these values, the difference shall be paid in full.

4. If, during a capital increase, shares are issued in exchange for a non-monetary contribution, this contribution shall be made in full within 5 years from the adoption of the decision on the capital increase. In this case, the non-monetary contribution shall be valued and published in accordance with the procedure established by paragraphs 10 and 11 of Article 152 of this Law.

5. The valuation provided for by paragraph 4 of this Article is not required if the capital of the joint-stock company is increased within the framework of a public offering of shares or, during a merger/division, for the purpose of paying compensation to the shareholders of the merged entrepreneurial company/divided entrepreneurial company, and the draft merger/division plan has been audited by an independent auditor in accordance with the procedure established by Article 70 of this Law.

Article 165. Issue of New Shares at the Expense of the Joint-Stock Company's Own Property. If otherwise not provided by the charter, the general meeting may, by not less than 3/4 of the votes of those participating in the voting, adopt a decision on the issue of new shares by conversion of the joint-stock company's reserve capital provided for by paragraph 3 of Article 156 of this Law or by use of undistributed profit, which are distributed among the shareholders proportionally. Reserve capital and undistributed profit may not be converted into placed capital if the joint-stock company's latest annual or interim balance sheet shows a loss.🔗

Article 166. Increase of capital by the governing body of a joint-stock company within the limits of authorised capital🔗

1. By the charter or a decision of the general meeting, the governing body of a joint-stock company may be granted the authority to adopt a decision on the issuance of new shares up to the maximum number established by the charter. The maximum term of this authority shall be determined by the charter. It shall not exceed 5 years. The maximum number of new shares issued shall not exceed 50 per cent of the number of authorised shares. If the authority to issue new shares is granted not by the charter but by a decision of the general meeting, that decision shall be published.

2. The founding agreement or a decision of the general meeting may specify the number, class and minimum price of the shares to be placed.

3. The charter or a decision of the general meeting may determine additional conditions for the exercise of the authority provided for by this Article.

4. The requirements of this Article shall apply, as appropriate, to the issuance of other securities convertible into shares, but shall not affect the conversion itself.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 167. Pre-emptive right to purchase shares 1. In the event of the adoption by the general meeting of a decision on the issuance of new shares, the shareholder holding shares of the same class shall have the pre-emptive right to purchase new shares in proportion to his/her own share, and thereafter another shareholder shall have such right.🔗

2. The pre-emptive right to purchase shares may be revoked by a decision of the general meeting on the issuance of new shares, adopted by a majority of the votes of those participating in the voting, as well as, in the case provided for by Article 166 of this Law, by a decision of the governing body of the joint-stock company adopted with the prior consent of the general meeting, when increasing capital within the limits of the authorised capital. In such a case, shareholders holding not less than 2/3 of the total votes must be represented at the general meeting. The said decision may be adopted only on the basis of a written report of the governing body of the joint-stock company, which shall indicate the grounds for revoking the pre-emptive right to purchase shares and shall substantiate the value of the issuance of the new shares. The decision of the general meeting on the revocation of the pre-emptive right to purchase shares shall be published in the manner prescribed by this Law.

3. The pre-emptive right to purchase shares shall not be deemed revoked if the decision of the general meeting on the issuance of new shares provides for the issuance of new shares to a commercial bank, a microbank or a brokerage company with the obligation to offer the shares received to the shareholders of the joint-stock company for the exercise of the pre-emptive right to purchase shares.

4. The joint-stock company shall notify the shareholders holding not less than 1 per cent of the voting shares of the exercise of the pre-emptive right to purchase shares by registered letter, and the remaining shareholders — by registered letter or by publishing the relevant information on its own website or on the electronic portal of the registering body. The joint-stock company shall give the shareholders a period of at least 14 days for the exercise of this right, which shall be counted from the moment of delivery of the notification to the respective person or of the publication of the information.

5. The rules established by this Article shall apply, in the relevant case, when the joint-stock company issues securities carrying the right of conversion into shares or exchange for shares, or assumes a loan obligation, but shall not apply to the exercise of the right of conversion or exchange arising from such securities or loan obligation.

6. Unless otherwise provided by the charter, the pre-emptive right to purchase shares shall not apply:

a) in respect of shares issued for the purpose of paying remuneration to members of the managing body, representatives, employees, and related persons of an enterprise or its subsidiary business company, including to satisfy rights arising from securities convertible into shares or options held by them. If the said shares were not used for this purpose in accordance with their designation, the pre-emptive right to purchase shares shall apply to them;

b) in respect of shares issued in exchange for a non-monetary contribution;

c) in respect of own shares redeemed by the joint-stock company, in the event of their re-placement.

7. If a joint-stock company has shares of different classes to which different rights to vote or to participate in the distribution of the property of the joint-stock company are attached, the founding agreement may provide for the right of the shareholders holding shares of the class that is being issued to exercise the pre-emptive right to purchase shares on a preferential basis.

Law of Georgia of 22 February 2023 No. 2613 – website, 10 March 2023.

Article 168. Reserve capital 1. The charter may provide for the creation of reserve capital. The reserve capital shall amount to at least 10 per cent of the placed capital, unless a larger amount is established by the charter. The amount provided for by paragraph 3 of Article 156 of this Law shall be included in the said amount of the reserve capital (if any).🔗

2. Until the amount of the reserve capital reaches the limit established by the charter, the joint-stock company shall be obliged to transfer funds annually from the annual net profit to the reserve capital in the amount determined by the general meeting and which shall not be less than 5 per cent of the annual net profit.

3. The reserve capital is intended for covering the loss or the balance of the loss of the joint-stock company for the past financial year and for the redemption of the joint-stock company's shares, if the joint-stock company has no other funds.

Article 169. Reduction of Issued Capital 1. A joint-stock company shall be entitled to reduce the issued capital.🔗

2. The issued capital may be reduced in the case of a reduction of the nominal value of shares or of the value determined by paragraph 2 of Article 156 of this Law, or a reduction of the total number of shares, including by redemption and cancellation by the joint-stock company of part of the issued shares.

3. The decision on the reduction of the issued capital and information on its reduction shall be published.

4. A decision on the reduction of the nominal value of the shares of the issued capital or of the value determined by paragraph 2 of Article 156 of this Law may provide for payment of money by the joint-stock company to the respective shareholders. This decision shall determine:

a) the amount by which the issued capital is reduced;

b) the types of shares whose value is reduced, and the amount by which the value of each share is reduced;

c) the reduced value of each type of share;

d) the amount allocated for the payment of compensation to shareholders by the joint-stock company as a result of the reduction of the value of shares.

5. The decision on the reduction of the issued capital shall be adopted by the general meeting by a 3/4 majority of the votes of those participating in the voting. In such case, shareholders holding not less than 2/3 of the total votes must be represented at the general meeting. To adopt this decision, a separate vote shall be held for all classes of shares affected by the said decision. The general meeting may adopt this decision only on the basis of a proposal of the supervisory board of the joint-stock company, and in the case of a monistic management system, on the basis of a proposal of the managing body of the joint-stock company. The notice on convening the general meeting shall state the purpose and method of the reduction of the issued capital.

6. Data on the circle of persons who, on the basis of the decision on the reduction of the value of shares of the issued capital, are entitled to receive money and/or securities of the joint-stock company from the joint-stock company shall be determined by the date of publication of the amendment made to the charter.

7. A joint-stock company shall not be entitled to adopt a decision on the reduction of the issued capital if:

a) as a result of the reduction, the amount of the issued capital fails to meet the requirement of paragraph 1 of Article 156 of this Law;

b) the redemption of all shares that must be redeemed in accordance with paragraph 2 of this Article has not been completed;

c) if this decision is adopted, the joint-stock company will become insolvent or face the risk of insolvency as a result of its payment of money to shareholders or transfer of other securities of the joint-stock company;

d) there are other cases provided for by the legislation of Georgia.

8. Payment of money to shareholders as a result of reduction of issued capital or their release, in whole or in part, from making a contribution to issued capital shall be permissible only after not less than 6 months from publication of information on the adoption of the decision on reduction of issued capital, if the joint-stock company has satisfied or secured those claims of creditors that arose before publication of the decision on reduction of issued capital, or if the court did not satisfy their claim. Creditors must receive the said satisfaction or security from the joint-stock company if, within 6 months from publication of the said decision, they notified the joint-stock company thereof, except where, taking into account the assets of the joint-stock company, protection of creditors is not necessary. Creditors have the right to demand security if their claims against the joint-stock company are not due. The said rights of creditors must be indicated in the published decision on reduction of issued capital.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 170. Reduction of capital by a joint-stock company through cancellation of shares 1. The general meeting is entitled, for the purpose of reducing capital, to cancel shares redeemed by the joint-stock company or by that third party acting in its own name and on the instruction of the joint-stock company, as well as to compulsorily cancel placed shares. If the conditions and procedure for the cancellation of shares are not established by the charter, they shall be determined by a decision of the general meeting.🔗

2. Compulsory cancellation of placed shares shall be permissible if this is directly provided for or permitted by the charter before the placement of the shares. If the charter permits only the compulsory cancellation of shares, the shares shall be compulsorily cancelled by a decision of the general meeting, except where the shareholders to whom this decision relates unanimously consent to the compulsory cancellation of the shares.

3. The rules on the reduction of capital shall apply to the cancellation of a share, taking into account the peculiarities of this Article.

4. If the joint-stock company has issued shares of different classes, the decision on the cancellation of shares shall be voted on separately by the holders of all classes of shares, if this decision affects their rights. In the relevant cases, paragraph 1 of Article 37 and Article 195 of this Law shall apply.

5. The rules established by paragraph 8 of Article 169 of this Law shall not apply to those shares the corresponding contribution for which has been fully made, if:

a) the shares are transferred to the joint-stock company free of charge;

b) compensation for the cancellation of the shares is paid within the amount permitted by paragraphs 1 and 2 of Article 181 of this Law.

6. In the case provided for by paragraph 4 of this Article, the joint-stock company shall create a reserve in the amount of the nominal value of the cancelled shares, and in its absence — in the amount of the value established by paragraph 2 of Article 157 of this Law, which may not be distributed to the shareholders. The use of the said reserve shall be permissible only to cover the losses of the joint-stock company or to increase the placed capital.

7. In the case of reduction of capital through the cancellation of shares, the requirements of paragraph 5 of Article 169 of this Law shall not apply.

Article 171. Substantial loss of capital of a joint-stock company If, according to the reporting period or interim financial statements, the value of the net assets of the joint-stock company is less than half of the placed capital of the joint-stock company, a general meeting shall be convened immediately, which shall consider the issue of the possible dissolution of the joint-stock company or the possibility of implementing other necessary measures, including the reduction of the placed capital or the making of additional contributions by the shareholders.🔗

Article 172. Shareholder rights 1. A shareholder shall have the right to:🔗

a) participate in the general meeting;

b) review the issues provided for by the agenda of the general meeting;

c) in accordance with the procedure established by law and the charter, review the documents of the joint-stock company and receive copies thereof in printed form or electronically, if the shareholder has given prior consent to receiving information by means of electronic communication, as well as receive information from the joint-stock company in accordance with the procedure established by Article 202 of this Law and the charter;

d) receive dividends;

e) freely dispose of the shares in his/her ownership;

f) in the case provided for by law, demand that the joint-stock company buy back the shares in his/her ownership;

g) receive the remaining property as a result of the liquidation of the joint-stock company;

h) exercise other powers provided for by this Law, other legislative acts of Georgia or, deriving from the law, by the charter.

2. A shareholder shall have the right to freely dispose of the shares in his/her possession without the consent of the joint-stock company or other shareholders, unless otherwise provided by law or the charter.

Article 173. Additional rights of shareholders 1. Shareholders holding 5 percent of votes, in addition to the rights provided for by Article 172 of this Law, in accordance with this Law or the charter, shall have the right to:🔗

a) demand from the relevant governing body of the joint-stock company copies of the transactions concluded on behalf of the joint-stock company. The relevant body of the joint-stock company shall be entitled, based on the interests of the joint-stock company, to refuse to provide these copies/information;

b) demand the holding of an extraordinary meeting of the supervisory board of the joint-stock company, and in the case of a monistic management system − of the governing body of the joint-stock company;

c) in the case provided for by law, convene an extraordinary general meeting;

d) demand the addition of an issue to the agenda of the general meeting in accordance with the procedure established by Article 191 of this Law.

2. The charter may grant a shareholder or the shareholders/group of shareholders provided for by paragraph 1 of this Article other additional rights.

Article 174. Appointment of a Special Auditor 1. A joint-stock company shall be obliged, on the basis of a request by shareholders holding at least 5 percent of the shares and a decision of the general meeting, to conduct a special audit of the business activity or annual financial statements of the joint-stock company, if it is not subject to mandatory audit under the law. For this purpose, it shall appoint a special auditor.🔗

2. A shareholder whose interests are affected by the special audit of the business activity of the joint-stock company shall not have the right to vote.

3. If the general meeting refuses to appoint a special auditor for conducting a special audit of that business activity of the joint-stock company after which no more than 5 years have passed, the court shall appoint a special auditor on the basis of an application by shareholders holding at least 5 percent of the shares, if there is a reasonable presumption that during the performance of this business activity the law or the charter was grossly violated.

4. If the general meeting appoints a special auditor, on the basis of an application by shareholders holding at least 5 percent of the shares, the court may replace the special auditor appointed by the general meeting if he/she does not have the appropriate qualification or there is doubt as to his/her impartiality and reliability. The time limit for applying to the court with the said application is 14 days, which is counted from the date of holding the general meeting.

5. In the case of appointment of a special auditor by the court, the joint-stock company shall bear the obligation to reimburse the court costs, as well as to pay to the special auditor appointed by the court the remuneration determined by the court.

6. The management body and the supervisory board of the joint-stock company shall be obliged to cooperate with the special auditor, including by giving him/her the opportunity to audit the joint-stock company's documentation, cash funds and goods inventories and by providing all other necessary information.

7. If the appointment of a special auditor by the court was based on incorrect information provided to the court by the applicants intentionally or through gross negligence, the applicants shall bear the obligation to reimburse the joint-stock company for costs.

8. The special auditor shall prepare a written report on the results of the special audit of the business activity. This report shall also reflect the circumstances that may cause significant damage to the interests of the joint-stock company, but knowledge of which is necessary for the general meeting to assess the audited business activity.

9. The special auditor shall immediately submit the report signed by him/her to the management body of the joint-stock company. This report shall be published. The management body of the joint-stock company shall submit the said report to the supervisory board of the joint-stock company and shall include the issue of its consideration in the agenda of the next general meeting.

Article 175. Obligations of a Shareholder A shareholder shall be obliged to:🔗

a) make a contribution in order to receive the share due to him/her;

b) provide to the joint-stock company or to a licensed securities registrar/nominal holder/account operator information on any change of any data relating to him/her that is registered in the register of shares/with the nominal holder/with the account operator;

c) perform other obligations provided for by law or, deriving from law, by the charter.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 176. Abuse of a Dominant Position by a Shareholder and the Obligation to Compensate Damage 1. If the dominant shareholder of a joint-stock company intentionally used his/her dominant position to the detriment of this joint-stock company, he/she shall compensate the damage caused.🔗

2. A shareholder or a group of shareholders acting together that has a practical ability to exert a decisive influence on the outcome of voting held at the general meeting shall be considered a dominant shareholder. This shareholder/group of shareholders shall be obliged, in addition to the damage caused to the joint-stock company, to also compensate the damage caused to a shareholder, except for the damage that was caused to him/her as a result of the damage caused to the joint-stock company, including by a reduction in the value of his/her shares.

3. A person who intentionally used his/her power against the joint-stock company, and also exerted influence on a member of the managing body of the joint-stock company so that this member would commit an act against the joint-stock company that caused damage, shall be obliged to compensate the joint-stock company for the damage caused. The said person shall be obliged, in addition to the damage caused to the joint-stock company, to also compensate the damage caused to a shareholder, except for the damage that was caused to him/her as a result of the damage caused to the joint-stock company, including by a reduction in the value of his/her shares.

4. A member of the managing body of a joint-stock company who has failed to perform an obligation shall be liable jointly and severally with the person provided for by paragraph 3 of this article. Approval of this act by the supervisory board or the governing body does not release a member of the managing body of the joint-stock company from the obligation to compensate damage. A governing person shall not be obliged to compensate damage if his/her act was based on a decision of the general meeting adopted in accordance with law.

5. A person who received a benefit as a result of the damage-causing act and intentionally exerted influence on the person provided for by paragraph 3 of this article shall also be liable jointly and severally for the damage caused to the joint-stock company.

6. The obligation to compensate damage to a creditor shall not be extinguished by the joint-stock company's waiver of the relevant claims or by reference to the fact that the damage-causing act was based on a decision of the general meeting.

Article 177. Shareholders' Agreement 1. Shareholders, or shareholders and a third party, are entitled to conclude a contract on the basis of which the parties participating in the contract shall be obliged to exercise, in the established manner, the rights arising from a share or other rights and to perform the corresponding obligations (shareholders' agreement). The joint-stock company shall be notified immediately of the conclusion of the shareholders' agreement.🔗

2. A shareholders' agreement does not require a special form. In the event of alienation by a party participating in a shareholders' agreement of the share in respect of which the shareholders' agreement has been concluded, the rights and obligations arising from the shareholders' agreement shall not pass to the acquirer, except where this was specifically provided for by the shareholders' agreement and the share alienation contract.

3. Performance of a shareholders' agreement is mandatory only for its parties. A shareholder shall not be denied the exercise of the rights arising from a share even in the event of his/her breach of the shareholders' agreement. A breach of a shareholders' agreement may not become grounds for invalidating decisions of the bodies of the joint-stock company.

Article 178. Participation of a joint-stock company in a shareholders' agreement A joint-stock company is entitled to participate in a shareholders' agreement if this does not contradict the legislation of Georgia or the charter.🔗

Article 179. Redemption of Shares by a Joint-Stock Company 1. A shareholder shall have the right to demand, in accordance with the procedure established by this Article, that the joint-stock company value and redeem his/her shares, if he/she did not support at the general meeting a decision that unjustifiably and materially infringes the rights of this shareholder or concerns the reorganization of the joint-stock company. The charter may regulate in detail matters related to the valuation and redemption of shares.🔗

2. If the adoption of a decision provided for by paragraph 1 of this Article is planned, the notice on convening the general meeting shall describe in detail the matter to be decided, the right to demand redemption of shares related thereto and the procedure for exercising it.

3. Within 45 days after the adoption of the decision provided for by paragraph 1 of this Article, a shareholder shall have the right to demand in writing that the joint-stock company redeem his/her shares. This right shall not exist if:

a) the shareholder has not fully made the contribution corresponding to the shares to be redeemed;

b) the shareholder acquired the shares to be redeemed after the sending of the notice provided for by paragraph 2 of this Article.

4. A share shall be redeemed at least at its market value. The market value of a share shall be determined without taking into account the change in value caused by the action giving rise to the right to redemption of the share.

5. The governing body of the joint-stock company shall adopt a decision on offering the number of shares to be redeemed and the redemption price within 30 days after expiry of the period determined by paragraph 3 of this Article, and the amount for redemption of the shares shall be paid no later than 30 days after adoption of the said decision, unless the parties agree otherwise.

6. A shareholder who does not agree with the refusal of the governing body of the joint-stock company to redeem the shares or with the conditions for redemption of shares determined by a decision of the governing body of the joint-stock company shall have the right to apply to court within 30 days after sending of the notice on this decision.

7. Redemption of shares shall be inadmissible if:

a) the amount payable for redemption of the shares exceeds 25 percent of equity;

b) at the moment of redemption of the shares the joint-stock company is insolvent or, as a result of the redemption of the shares, it may be exposed to the risk of insolvency.

8. If more shares are offered for redemption than are permitted by paragraph 7 of this Article, these shares shall be redeemed proportionally from the different sellers.

Article 180. Preparation of the annual report and the report on the economic situation 1. The management body of the joint-stock company prepares the annual report and the report on the economic situation, as well as a proposal on the use of net profit for submission to the supervisory board.🔗

2. If the proposal on the use of net profit is approved, the supervisory board submits it to the general meeting for approval. If the management body of the joint-stock company and the supervisory board fail to agree on the use of net profit, they must present both proposals on the use of net profit to the general meeting and must ensure that the general meeting makes a choice between the alternative proposals.

3. By decision of the general meeting, the net profit may remain wholly or partly with the joint-stock company and be taken into account when preparing a new report.

Article 181. Procedure for the Payment of Dividends in a Joint-Stock Company 1. A joint-stock company is entitled, based on interim or annual financial results, in accordance with the procedure established by law, to adopt a decision on the distribution of profit in the form of dividends on issued shares, except when:🔗

a) the amount of net assets indicated in the latest financial statements of the joint-stock company before the distribution of dividends or as a result of the distribution of dividends will be less than the amount of issued capital and the amount of those reserves provided for by law or the charter whose distribution to shareholders is not permitted;

b) the amount of the dividend to be distributed exceeds the amount indicated in the latest financial statements, and in the case of an interim dividend — the amount received after the preparation of the latest financial statements, obtained by adding to the net profit of the joint-stock company the undistributed profit of previous years and the funds released from free reserves, and subtracting the uncovered losses of previous years and the amounts to be transferred to the reserves established by law or the charter;

c) by the date of payment of dividends or as a result of the payment of dividends, the joint-stock company will become insolvent or will face the threat of insolvency.

2. If the uncalled part of the issued capital is not indicated in the assets shown in the balance sheet, its value shall be deducted from the issued capital provided for by subparagraph "a" of paragraph 1 of this Article.

3. Dividends shall be paid in money, unless the issuance of dividends in other property is established by a decision of the general meeting on the payment of dividends.

4. The general meeting shall adopt a decision on the payment of dividends (including the amount of dividends and the form of payment of dividends on each type of share). The amount of dividends may not exceed the amount recommended by a decision adopted by the supervisory board of the joint-stock company or, in the case of a monistic management system, by the managing body of the joint-stock company by a 2/3 majority.

5. The term and procedure for the payment of dividends shall be determined by the charter or by a decision of the general meeting. The term for the payment of dividends shall not exceed 6 months from the day of adoption by the general meeting of the decision on the payment of dividends, unless a shorter term for the payment of dividends is established by the charter or by a decision of the general meeting.

6. A dividend issued to a shareholder that this shareholder does not receive shall be cancelled 5 years after the day of adoption of the decision on the payment of dividends, and the joint-stock company may not claim it.

7. The charter may provide for the distribution of dividends in proportion to the paid-up part of the contribution related to the share.

Article 182. System of bodies of a joint-stock company 1. The bodies of a joint-stock company are: the general meeting and the governing body (when the monistic management system is chosen) or the general meeting, the supervisory board and the governing body (when the dualistic management system is chosen).🔗

2. A joint-stock company may have a dualistic or monistic management system. A management system is dualistic when, in addition to the general meeting and the governing body, the joint-stock company has a supervisory board. A management system is monistic when the joint-stock company does not have a supervisory board. The decision on the choice of the management system is made upon the establishment of the joint-stock company and is recorded in the charter. The decision on the choice of the management system may be changed if its change is supported by the general meeting by not less than 3/4 of the votes of those participating in the voting.

3. If a joint-stock company is a reporting enterprise as defined by the Law of Georgia “On the Securities Market”, whose securities are admitted to trading on a stock exchange, or if the joint-stock company is licensed by the National Bank of Georgia, the creation of a supervisory board consisting of not less than 3 and not more than 21 members is mandatory.

Article 183. Annual and extraordinary general meetings of a joint-stock company 1. The general meeting is convened in the cases provided for by law and the charter.🔗

2. The annual general meeting of a joint-stock company is held within the period determined by the charter, but not later than 3 months after the end of the financial year.

Article 184. Competence of the General Meeting 1. The general meeting adopts decisions on the matters assigned to the competence of the general meeting by this Law and the charter, including:🔗

a) on amending the charter, on adopting a new version of the charter;

b) on the matters provided for by paragraph 6 of Article 5 of this Law;

c) on changing the management system of the joint-stock company (monistic or dualistic);

d) on the reorganisation of the joint-stock company;

e) on the dissolution of the joint-stock company, the appointment of a liquidator, the approval of interim and final liquidation balance sheets;

f) on granting permission for the redemption of shares by the joint-stock company;

g) on changes to the placed capital;

h) on determining the composition, the number of members, their election, early removal, the amount and structure of remuneration of the supervisory board (in the case of a dualistic management system) or the governing body (in the case of a monistic management system);

i) on the approval of the audit report of the joint-stock company and the selection of the person performing the audit;

j) on the approval of the financial statement and the distribution of dividends;

k) on establishing the rules of procedure of the general meeting and electing the vote-counting commission;

l) on participation in ongoing court proceedings against the governing body/persons of the joint-stock company and the members of the supervisory board of the joint-stock company, including on the appointment of a representative for the said proceedings;

m) unless otherwise provided by the charter, on the acquisition, alienation, exchange (interrelated transactions) or other encumbrance by the joint-stock company of property whose value exceeds half of the balance-sheet value of the joint-stock company's assets, except for a transaction relating to ordinary business activity;

n) on determining the number, nominal value, classes of shares and the rights related thereto;

o) on changing the nominal value of shares or placing additional shares;

p) on granting consent to a transaction provided for by this Law or the charter;

q) on founding another legal entity or holding a share;

r) on determining the form and amount of remuneration of the governing persons;

s) on the dematerialisation of shares.

2. By the charter or a decision of the general meeting, the authority to adopt decisions on the matters provided for by subparagraphs "n"–"s" of paragraph 1 of this Article may be transferred to the supervisory board or the governing body of the joint-stock company.

3. The general meeting shall not be entitled to adopt decisions on matters falling within the competence of other bodies, except in cases where these bodies apply to the general meeting with a request to decide a matter falling within their competence.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 185. Approval of work performed 1. When approving the annual report, the annual balance sheet and the decision on profit distribution, the ordinary general meeting adopts a decision on the approval of the work performed during the year by the supervisory board and the managing body of the joint-stock company. By decision of the general meeting or at the request of shareholders holding 10 percent of the voting shares, a separate vote shall be held for the approval of the work performed by individual members of the supervisory board and individual managing persons.🔗

2. The approval of the work performed by the supervisory board and the managing body of the joint-stock company does not release them from the obligation to compensate damage to the joint-stock company.

Article 186. Rule for convening the general meeting 1. The general meeting shall be convened by the managing body of the joint-stock company. The law or the charter may also provide for the convening of the general meeting by other persons.🔗

2. If the managing body of the joint-stock company fails to perform its duty and does not convene the general meeting, the supervisory board of the joint-stock company shall be obliged to convene the general meeting.

3. The decision on convening the general meeting shall be adopted by a majority of the votes of those participating in the voting, of which the minutes of the meeting shall be drawn up. The minutes of the meeting shall note whether the general meeting is convened on the initiative of shareholders.

4. The expenses of convening, preparing and holding the general meeting shall be borne by the joint-stock company.

Article 187. Convening of the general meeting at the request of a shareholder/shareholders 1. In case of necessity, the managing body of the joint-stock company shall, on the basis of a written request of a shareholder/shareholders (group of shareholders) holding at least 5 percent of the capital, publish a decision on convening the general meeting within 10 days of receipt of this request.🔗

2. The written request of the shareholder/shareholders on convening the general meeting shall indicate the necessity, the purpose and the reason for convening the general meeting, as well as its agenda, which reflects all issues requested by the shareholder/shareholders. The managing body of the joint-stock company has the right to add issues to the agenda of the general meeting.

3. If the request of the shareholders on convening the general meeting is not satisfied, on the basis of the application of the said shareholders the court may grant the applicant shareholders the authority to convene the general meeting and appoint the chairperson of the general meeting.

4. The expenses of convening, preparing and holding an extraordinary general meeting shall be borne by the joint-stock company.

Article 188. Preparation of the General Meeting 1. In preparing the general meeting, the governing body of the joint-stock company shall decide the following matters:🔗

a) the date and place of holding the general meeting;

b) the forms of holding the general meeting and voting;

c) the agenda of the general meeting;

d) the form of notification to shareholders on the convening of the general meeting;

e) the list of materials to be provided to shareholders and the procedure for providing these materials;

f) the record date of the general meeting.

2. The governing body of the joint-stock company shall decide all organizational matters necessary for holding the general meeting.

Article 189. Notice of convening the general meeting 1. The decision on convening the general meeting shall be published on the electronic portal of the registering body at least 21 days before the date of holding the general meeting.🔗

2. The decision on convening the general meeting shall also be published on the website of the joint-stock company (if any).

3. Each subsequent general meeting may be convened earlier than the minimum period determined by paragraph 1 of this Article, if the general meeting is convened due to the absence of the quorum required for convening the first general meeting, the first general meeting was convened in accordance with the procedure established by the legislation of Georgia and no issue has been added to its agenda. In this case, there shall be an interval of at least 10 days between the dates of the last general meeting and the subsequent general meeting.

4. The governing body of the joint-stock company shall be responsible for ensuring the accuracy of the published information on convening the general meeting and its accessibility.

5. The published information on convening the general meeting shall contain at least the following data:

a) the firm name and legal address of the joint-stock company;

b) the place, date and time of holding the general meeting;

c) an indication whether an ordinary or extraordinary general meeting is being held;

d) the record date of the general meeting and an indication that only persons who are registered as shareholders on the record date have the right to participate in and vote at the general meeting;

e) the agenda of the general meeting.

6. On the website of a joint-stock company that is an accountable enterprise as defined by the Law of Georgia “On the Securities Market”, whose securities are admitted to trading on a stock exchange, during a continuous period of at least 21 days before the holding of the general meeting, and in the case provided for by paragraph 3 of this Article — within a correspondingly reduced period, as well as on the day of holding of the general meeting, in addition to the other data provided for by this Article, at least the following information shall additionally be made available to shareholders:

a) the notice of convening the general meeting provided for by this Article;

b) information on the total number of shares and votes as of the date of convening the general meeting (including information on the total number of shares of each class, if the capital of the joint-stock company is divided into two or more classes of shares);

c) the documents to be submitted to the general meeting;

d) the draft decision to be adopted, and in its absence — the comment of the governing body of the joint-stock company on each issue provided for by the agenda of the general meeting, as well as the draft decisions submitted by shareholders in accordance with paragraph 1 of Article 191 of this Law, which the joint-stock company shall post on its website within a reasonable time after receipt of these decisions;

e) where necessary, the forms for voting by proxy and in writing, except where these forms are sent to each shareholder personally;

f) the exact description of the procedure that a shareholder must follow in order to participate and vote in the general meeting, including:

f.a) the rights provided for by Article 191 of this Law, if such rights may be exercised after the notice on convening the general meeting, taking into account the requirements of Article 202 of this Law and the time limits established for such rights;

f.b) the procedure for voting by a representative, namely, the form of voting and the possibility of the joint-stock company receiving a notice on the appointment of a representative in electronic form;

f.c) in the case provided for by paragraph 2 of Article 194 of this Law, the procedure for voting by a shareholder in writing or by means of electronic communication;

g) the place and conditions for full familiarization with the general meeting materials.

7. If the voting forms provided for by subparagraph „e“ of paragraph 6 of this Article are not available on the joint-stock company's website for technical reasons, the joint-stock company shall indicate their availability in material form. At the request of a shareholder, the joint-stock company shall send these forms to him/her by post free of charge.

Article 190. Familiarization with general meeting materials 1. The materials of the agenda of the general meeting shall contain all information necessary for taking a decision.🔗

2. If the agenda of the general meeting provides for the amendment of the charter or the adoption of its new wording, the text of the amendment or of the new wording shall be published together with the information on convening the general meeting, except where this documentation is sent to all shareholders personally.

3. The governing body and the supervisory board of the joint-stock company shall publish the drafts of the decisions prepared by them on the issues provided for by the agenda of the general meeting and shall indicate the grounds for these decisions.

Article 191. Rights to add matters to the agenda of the general meeting and to submit a draft decision to be adopted 1. A shareholder/group of shareholders holding at least 5 percent of the capital has the right, 14 days before the date of holding the general meeting, to apply in writing to the governing body of the joint-stock company and:🔗

a) request the addition of matters to the agenda of the general meeting and attach to each matter the relevant justification or a draft decision to be adopted;

b) submit drafts of decisions to be adopted and justification on matters provided for or to be provided for by the agenda of the general meeting.

2. If the case provided for by subparagraph “a” of paragraph 1 of this Article results in an amendment to the agenda of the general meeting that has already been provided to the shareholders, the joint-stock company shall provide the shareholders with the updated agenda before the record date of the general meeting in accordance with the procedure established by paragraphs 1 and 2 of Article 189 of this Law. If the obligation to provide the updated agenda of the general meeting to the shareholders arises after the record date, it shall be provided a reasonable time before the holding of the general meeting, so that the shareholders have the opportunity to appoint representatives or vote in writing.

3. A shareholder/group of shareholders holding at least 5 percent of the shares with voting rights has the right to nominate candidates for election as members of the supervisory board of the joint-stock company, and in the case of a monistic management system — as members of the governing body of the joint-stock company, if it submits an appropriate application/proposal to the governing body at least 14 days before the date of holding the extraordinary general meeting. This proposal must contain the identification data established by law for the said candidates.

4. The governing body of the joint-stock company shall include the proposed matter on the agenda of the general meeting within 5 days from receipt of the relevant application, except when the deadline for submitting the application has been violated or the matter does not fall within the competence of the general meeting. In the relevant case, the rules established by Article 189 of this Law on publication shall apply to an amendment to be made to the agenda of the general meeting, as well as to a draft decision submitted by a shareholder.

5. The refusal of the governing body of the joint-stock company to a shareholders' application regarding the inclusion of a matter on the agenda of the general meeting may be appealed to a court. The court may grant the applicant shareholders the authority to add the matter to the agenda by publishing the relevant information. If the relevant claim is satisfied, the court costs shall be borne by the joint-stock company.

6. The agenda of the general meeting may be changed at the general meeting only if all shareholders attend the meeting. A decision adopted on a matter included on the agenda of the general meeting in violation of the said requirement is void.

Article 192. Shareholders Participating in the General Meeting 1. Only those shareholders who held ownership right to shares as of the record date of the general meeting have the right to participate in and vote at the general meeting.🔗

2. The record date of the general meeting shall not be earlier than 30 days before the date of holding the general meeting. In the case provided for by paragraph 3 of Article 189 of this Law, there shall be not less than 6 days between the date of convening the general meeting and the record date/day.

3. The list of persons entitled to participate in the general meeting shall contain the data necessary for identification of the authorized persons, categories of shares and partners, the number of votes and addresses to which a notice on inclusion in the list of participants of the general meeting shall be sent.

4. A shareholder has the right to request from the joint-stock company the issuance of confirmation of inclusion in the list of participants of the general meeting, of the number of shares and votes belonging to him/her. Failure to comply with this request of the shareholder shall be considered a material violation of the procedure for convening the general meeting.

5. Confirmation of shareholder status may be requested only for the identification of the shareholder and only to the extent proportionate to achieving this purpose.

6. The right of a shareholder to sell or otherwise alienate his/her share in the period between the record date/day determined by paragraph 2 of this Article and the date of convening the general meeting may not be subject to such a restriction as would not normally apply to him/her.

7. Responsibility for the correctness of the list of participants of the general meeting shall be borne by the body convening the general meeting.

Article 193. Participation in the general meeting 1. A shareholder may exercise the right to participate in the general meeting and to vote both in person and through a representative.🔗

2. The appointment of a representative and the notification of the appointment of a representative shall be made in writing or electronically. At the same time, an accountable enterprise as defined by the Law of Georgia "On the Securities Market", whose securities are admitted to trading on a stock exchange, shall offer shareholders, itself or through a third party, at least 1 effective electronic means of notification.

3. The head person of the joint-stock company and a member of the supervisory board shall not be entitled to participate in the general meeting as representatives of shareholders.

4. A representative shall have the same rights to speak at the general meeting and to ask questions as the shareholder represented by him would have.

5. Restriction of the exercise of a shareholder's rights through a representative shall be inadmissible, except in the case of a potential conflict of interest between the representative and the shareholder on whose behalf the representative is to act.

6. A representative shall be obliged to disclose the facts necessary for shareholders to assess the risk that the representative may exercise the interests not of the shareholder but of another person.

7. A conflict of interest between a representative and a shareholder arises if the representative is:

a) a shareholder holding a controlling stake in the joint-stock company or another entrepreneurial company controlled by such a shareholder;

b) a member of the management body or supervisory board of the joint-stock company or of the entrepreneurial company provided for by subparagraph "a" of this paragraph;

c) an auditor or employee of the joint-stock company or of the entrepreneurial company provided for by subparagraph "a" of this paragraph;

d) a family member of any natural person provided for by subparagraphs "a"–"c" of this paragraph.

8. A representative shall vote in accordance with the instructions of the shareholder represented by him.

9. If the representative of several shareholders is one and the same person, he shall be entitled to vote differently for different shareholders.

10. Paragraph 2 of this Article shall apply to the termination of representative authority.

11. The management body and the supervisory board shall be obliged to participate in the work of the general meeting.

12. At least one member each of the management body and the supervisory board of the joint-stock company shall be given the opportunity to speak at the general meeting.

Article 194. Forms of holding the general meeting and voting 1. Under the charter or in a case provided for by the charter, by a decision of the governing body of the joint-stock company, it may be possible for the participants of the general meeting not only to attend directly, but also, together with this form or instead of it, for means of electronic communication to be used.🔗

2. Under the charter or in a case provided for by the charter, by a decision of the governing body of the joint-stock company, voting by a shareholder at the general meeting in absentia may be permitted, including by using means of electronic communication. Under the charter or in a case provided for by the charter, by a decision of the governing body of the joint-stock company, a shareholder may vote in writing/by means of electronic communication before the commencement of the general meeting or during the general meeting.

3. In the case of using means of electronic communication when voting, the possibility of identification of the person and the security of the electronic communication system shall be ensured, for which responsibility shall be borne by the governing body of the joint-stock company.

4. In a case provided for by the charter, by a decision of the governing body of the joint-stock company, video and audio broadcasting of the general meeting may be carried out, as well as two-way electronic communication may be ensured, which will enable shareholders to address the general meeting remotely.

Article 195. Principle of majority of votes and amendment of the charter/founding agreement 1. The general meeting shall adopt a decision by a majority of the votes of those participating in the voting, unless this Law or the charter provides for a greater number of votes for adopting a decision.🔗

2. Voting may be held separately by classes of shares.

3. An amendment to be made to the charter/founding agreement shall be adopted by a majority of 3/4 of the votes of those participating in the voting, unless the charter provides for a greater number of votes.

Article 196. Shareholder's voting right 1. Unless otherwise provided by the charter, a shareholder's voting right shall be determined by the number of shares.🔗

2. A shareholder's voting right shall arise from the moment of full payment of the contribution in exchange for the share, unless the charter provides for the arising of the voting right in the case of partial payment of the contribution.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 197. Independent exercise of the voting right 1. A contract or a charter provision whereby a shareholder is obliged to exercise the voting right as instructed by the management body or the supervisory board of the joint-stock company shall be void.🔗

2. An agreement that generally obliges a shareholder to exercise the voting right in accordance with the instructions of the bodies of the joint-stock company shall be void.

3. A shareholder or his/her representative may not exercise the voting right if the general meeting considers the matter of bringing a claim against such shareholder on behalf of the joint-stock company or of concluding a transaction with him/her, if such shareholder has a conflict of interest in relation to the matter under consideration, or if this matter is otherwise directly related to him/her.

Article 198. Conduct of the general meeting 1. The general meeting shall be conducted in accordance with the procedure established by this Law or the charter.🔗

2. The general meeting shall be chaired by the chairperson of the supervisory board of the joint-stock company, and in the case of a monistic management system − by the chairperson of the management body of the joint-stock company. In their absence, the chairperson of the general meeting shall be elected by the general meeting by a majority of votes. The charter may establish another rule for determining the chairperson of the general meeting.

3. Before the opening of the general meeting, the shareholders (their representatives) present at the general meeting shall be registered. A shareholder who has not been registered shall not be taken into account when determining the quorum and shall not have the right to participate in the voting.

4. The form of voting may be established by the charter. If the charter does not establish the form of voting, it shall be determined by the general meeting by a majority of the votes of those participating in the voting. A form of voting different from the form of voting established by the charter may be determined at the general meeting by not less than 3/4 of the votes of those participating in the voting.

5. The chairperson of the general meeting shall give every shareholder participating in the general meeting the opportunity to speak during the consideration of the matters on the agenda.

6. The results of the voting shall be announced at the general meeting.

Article 199. Election of a member of the supervisory board and of a managing person of a joint-stock company by the cumulative voting method In the case provided for by the charter or by a decision of the general meeting, for the election of a member of the supervisory board and of a managing person of a joint-stock company, the cumulative voting method shall be applied, according to which:🔗

a) a shareholder distributes all his/her votes among any number of candidates, so that, when participating in the voting, the total number of his/her votes does not exceed the total number of votes at his/her disposal;

b) a shareholder may, with each of his/her votes, support only one candidate;

c) if the number of candidates is less than or equal to the established number of members/persons to be elected, all those candidates who received even 1 vote shall be considered elected. If the number of candidates exceeds the established number of members/persons to be elected, those candidates who received a majority of the votes of those participating in the voting shall be considered elected.

Article 200. Minutes of the general meeting 1. Within 15 days after the conclusion of the general meeting, the minutes of the general meeting shall be drawn up, which shall be signed by the chairperson of the general meeting. If a notary attends the general meeting, the minutes of the general meeting shall also be drawn up and signed by the notary. In the case of a reporting enterprise as defined by the Law of Georgia on the Securities Market, whose securities are admitted to trading on a stock exchange, the minutes of the general meeting shall be drawn up by a notary and shall be signed by the notary and the chairperson of the general meeting.🔗

2. The minutes of the general meeting shall state:

a) the company name of the joint-stock company;

b) the place and date of the general meeting;

c) the total number of shares with voting rights;

d) the number of shares with voting rights participating in the general meeting or represented at the general meeting;

e) the form of holding the general meeting, the form of voting and the decisions taken, in the order of the items on the agenda of the general meeting;

f) for each decision − the number of shares from which votes were lawfully cast, the share in the placed capital represented by those votes, the total number of votes cast both in favour of and against the decision, and the number of those who abstained from voting.

3. All documents confirming the convening of the general meeting in accordance with the established procedure shall be attached to the minutes of the general meeting.

Article 201. Obligation to publish information on the voting results on the website of a joint-stock company which is a reporting enterprise as defined by the Law of Georgia on the Securities Market, whose securities are admitted to trading on a stock exchange: information on the voting results shall be published no later than 15 days after the holding of the general meeting.🔗

Article 202. Shareholder's right to information 1. During the general meeting, a shareholder participating in the general meeting has the right to ask questions to the management body/persons of the joint-stock company in connection with the issues on its agenda and to request any information necessary for the proper consideration and assessment of these issues.🔗

2. The management body of the joint-stock company shall be obliged to answer the shareholder's questions and provide the requested information to the shareholder in full.

3. The management body of the joint-stock company has the right to refuse to provide the requested information to the shareholder if:

a) the provision of the relevant information may cause significant harm to the joint-stock company;

b) the provision of the relevant information would result in the disclosure of confidential information;

c) the answer to the question asked has been given before the general meeting begins and during its proceedings on the joint-stock company's website in a question-and-answer format.

4. If, before the general meeting begins, the joint-stock company, on its own initiative, provided information to any shareholder by virtue of shareholder status, the same information must be provided to all other shareholders participating in the general meeting, even if this information is not necessary for the consideration of the issues on the agenda of the general meeting.

5. The refusal of the management body of the joint-stock company to provide information may be appealed to a court within 15 days from the drawing up of the minutes of the general meeting.

6. If the court grants the shareholder's request, the requested information shall be provided to the shareholder even without a general meeting. The joint-stock company shall make the same information available to all other interested shareholders.

Article 203. Management Body of a Joint-Stock Company 1. The management body of a joint-stock company manages the joint-stock company under its own responsibility.🔗

2. The management body of a joint-stock company, in the performance of its functions, shall not be obliged to comply with the instructions of the supervisory board, the general meeting, or individual shareholders of the joint-stock company. In cases provided for by law or the charter, the management body of a joint-stock company shall coordinate decisions with the supervisory board of the joint-stock company.

3. The management body of a joint-stock company shall comply with decisions adopted by the general meeting and the supervisory board of the joint-stock company within the scope of their own competence.

4. The management body of a joint-stock company shall, at the request of the general meeting, prepare those matters whose resolution falls within the competence of the general meeting.

5. All matters that, under law or the charter, do not fall within the competence of the general meeting or the supervisory board of a joint-stock company shall fall within the competence of the management body of the joint-stock company.

6. The members of the management body of a joint-stock company shall jointly manage the joint-stock company. The same rule applies in a monistic management system, except where management powers have been delegated to one managing person.

7. The management body of a joint-stock company shall adopt a decision by a majority of the votes of those participating in the voting, unless a larger number of votes is provided for by the charter.

8. Within the limits established by the charter or by law and the charter, the regulations of the management body of a joint-stock company may determine the distribution of functions among the managing persons and the procedure for the adoption of decisions by them in such a way that the retention of the minimum necessary function for each managing person is ensured.

9. In the case of a monistic management system, the management body of a joint-stock company shall represent the joint-stock company in a dispute pending against the managing persons of the joint-stock company, with the exception of the member against whom the dispute is pending.

Article 204. Appointment of the Managing Person of a Joint-Stock Company 1. The Supervisory Board appoints the managing person of a joint-stock company to the position for a term of not more than 3 years and dismisses him or her from the position, and in the case of a monistic management system, the General Meeting of the joint-stock company appoints him or her to the position, with the right to reappointment, unless otherwise provided by the charter.🔗

2. After a person is appointed as the managing person of a joint-stock company, the joint-stock company concludes a service contract with that person in accordance with Article 45 of this Law. The term of validity of this contract shall correspond to the term of the person's appointment to the said position. The service contract on behalf of the joint-stock company is concluded by the Chairperson of the Supervisory Board, and in the case of a monistic management system – by the Chairperson of the General Meeting.

3. If the appointment of that managing person of the joint-stock company without whom the joint-stock company cannot carry out its activities is delayed, the managing person may be appointed by the court on the basis of an application by a shareholder or a creditor. The managing person of the joint-stock company appointed by the court has the right to demand from the joint-stock company remuneration for his or her activities and reimbursement of monetary expenses within reasonable limits. In the event of disagreement between the managing person appointed by the court and the joint-stock company, the court shall itself determine the amounts of the said remuneration and the financial expenses to be reimbursed.

4. The authority of the managing person of the joint-stock company appointed by the court terminates from the moment when the Supervisory Board appoints a new managing person, and in the case of a monistic management system – the General Meeting.

Article 205. Chairman of the governing body of a joint-stock company🔗

1. In the presence of several governing persons of a joint-stock company, the supervisory board of the joint-stock company, and in the case of a monistic management system − the governing body of the joint-stock company, may appoint one of the members of the governing body of the joint-stock company as chairman of the governing body.

2. The chairman of the governing body of a joint-stock company, as a representative of the collegial body, coordinates the activities of the governing body of the joint-stock company, chairs the meetings of the governing body and controls the proper performance by the bodies accountable to the governing body of the duties assigned to them. The charter may provide for additional functions of the chairman of the governing body.

3. The chairman of the governing body of a joint-stock company shall be elected to and released from office by a majority of the votes of those participating in the voting, unless a larger number of votes is provided for by the charter.

4. The term of office of the chairman of the governing body of a joint-stock company shall not exceed his term of office as a member of the governing body.

5. The chairman of the governing body of a joint-stock company shall provide the supervisory board, and in the case of a monistic management system − the general meeting, with information on the activities of the governing body and the bodies subordinate to it.

Article 206. Executive governing person of a joint-stock company The charter may provide for the transfer of management powers to the executive governing person of the joint-stock company. A joint-stock company may have several executive governing persons.🔗

Article 207. Meeting of the governing body of a joint-stock company 1. For convening and holding a meeting of the governing body of a joint-stock company, the rules established by this Law for convening and holding a meeting of the supervisory board shall apply, unless another rule for convening and holding a meeting is determined by the charter.🔗

2. A meeting or part of a meeting of the governing body of a joint-stock company may be closed to the governing person with whom the matter considered at the said meeting is connected.

Article 208. Conflict of Interest 1. The managing person of a joint-stock company shall, immediately upon becoming aware of the relevant fact, notify the general meeting or the supervisory board of the joint-stock company, and in the case of a monistic management system, the general meeting or the managing body of the joint-stock company, of such concluded or pending transaction in respect of which he/she is an interested person, and shall also indicate the nature of his/her interest.🔗

2. The managing person provided for by paragraph 1 of this Article shall be considered an interested person if he/she or a person related to him/her:

a) is the other party to the transaction;

b) directly or indirectly holds 50 percent or more than 50 percent of the shares of the business company that is the other party to the transaction;

c) directly or indirectly holds 50 percent or more than 50 percent of the shares of the business company in which the owner of at least a 50-percent share is the other party to the transaction;

d) is the managing person or a member of the supervisory board of the business company that is the other party to the transaction;

e) receives, as a result of the transaction, a benefit that is not related to holding a share in the business company or to membership in the managing body;

f) is considered an interested person in accordance with the charter.

3. For the purposes of this Law, "related person" shall be interpreted in accordance with the Law of Georgia on Securities Market.

4. A transaction in which an interested person participates shall be pre-approved by the supervisory board of the joint-stock company, and in its absence, by the general meeting. The interested person shall be prohibited from voting on the relevant matter in any body of the joint-stock company.

5. If the majority of the members of the supervisory board of the joint-stock company are interested persons, the transaction shall be approved by the general meeting.

6. In the decision on approval of the transaction in which the interested person participated, the nature and scope of the interest of that person and other material terms of the transaction shall be indicated.

7. The requirements of this Article shall not apply to a joint-stock company that has only one partner, who is at the same time the managing person of the joint-stock company, or to a transaction concluded between the joint-stock company and its 100-percent subsidiary enterprise or 100-percent partner.

8. If, at the time of conclusion of the contract, the counterparty was aware of the existence of a conflict of interest and of the absence of the joint-stock company's consent, the joint-stock company shall have the right to contest such contract.

9. In case of violation of the obligation to comply with conflict of interest rules, the joint-stock company may demand from the violator compensation for the damage caused to the joint-stock company by his violation and payment of the agreed penalty, except when, in the absence of a conflict of interest, the transaction would have been concluded on substantially the same terms. The joint-stock company may demand from the violator, in lieu of compensation for damage, the transfer to the joint-stock company of the benefit received by the violator from a transaction concluded in his own name or in the name of a third party, or the assignment of the right to receive such benefit.

Article 209. Competence of the Supervisory Board of a Joint-Stock Company 1. The Supervisory Board of a joint-stock company shall exercise control over the activities of the management body of the joint-stock company and, within the established limits, cooperate with it in the process of preparing and deciding matters important for the joint-stock company.🔗

2. In the presence of a monistic management system, the function of the Supervisory Board shall be performed by the non-executive director(s). If the management body consists only of executive directors, the function of the Supervisory Board of the joint-stock company shall be performed by the general meeting. In the relevant case, the provisions established by this Law on the competence of the Supervisory Board shall apply.

3. The Supervisory Board of a joint-stock company shall have the right to:

a) demand from the management body of the joint-stock company, at any time, a report on the activities of the joint-stock company;

b) request, review, verify and examine the business documentation of the joint-stock company, including accounting documentation, the property objects and cash desk of the joint-stock company; entrust the performance of these actions to each member of the Supervisory Board or invite experts to perform them;

c) verify the annual reports of the management body of the joint-stock company, proposals on profit distribution, the activity report and report thereon to the general meeting;

d) represent the joint-stock company in relations with the director, including in court;

e) in the cases provided for by this Law or the charter, challenge the decisions of the general meeting.

4. A member of the Supervisory Board shall have the right to review the reports and information submitted by the management body/director.

5. The Supervisory Board of a joint-stock company shall be obliged to convene the general meeting if the interests of the joint-stock company so require.

6. Within the limits established by the charter or by law and the charter, the regulations of the Supervisory Board of a joint-stock company may determine the distribution of functions among the members of the Supervisory Board and the procedure for their adoption of decisions in such a way that the retention of the minimum necessary function for each member of the Supervisory Board is ensured.

Article 210. Liability of a member of the supervisory board of a joint-stock company. In relevant cases, Articles 50, 51, 53 and 55 of this Law on the liability of managing persons of a joint-stock company shall extend to a member of the supervisory board of a joint-stock company.🔗

Article 211. Consent of the supervisory board of a joint-stock company 1. The functions of the managing body of a joint-stock company in the field of management of the joint-stock company may not be transferred to the supervisory board of the joint-stock company.🔗

2. By the charter or by a decision of the supervisory board of a joint-stock company, the matters may be determined for the resolution of which the managing body of the joint-stock company requires the consent of the supervisory board.

3. If the supervisory board of a joint-stock company refuses to grant consent, the managing body of the joint-stock company is entitled to request that the relevant consent be granted by the general meeting. For the general meeting to grant consent, a majority of not less than 3/4 of the votes of those participating in the voting shall be required.

Article 212. Election of members of the supervisory board of a joint-stock company 1. The supervisory board of a joint-stock company shall consist of at least 3 members. The charter may determine the maximum number of its members.🔗

2. A member of the supervisory board of a joint-stock company may be either a natural person or a legal entity.

3. A member of the supervisory board of a joint-stock company shall be elected by the general meeting by a majority of the votes of those participating in the voting or by delegation of a member to the supervisory board, unless otherwise provided by law or the charter.

4. The right to delegate a member to the supervisory board of a joint-stock company may be granted by the charter only to individual shareholders or to holders of certain shares. The number of delegated members of the supervisory board of a joint-stock company shall not exceed 1/3 of the members of the supervisory board.

5. Each member of the supervisory board of a joint-stock company shall be elected for a term of not more than 3 years. The term of office of a member of the supervisory board shall, after its expiry, be automatically extended until the holding of the general meeting and until the election of new members at that meeting. A member of the supervisory board may be elected for a new term.

Article 213. Recall from and resignation from membership of the supervisory board of a joint-stock company 1. An elected member of the supervisory board of a joint-stock company may at any time be recalled from membership of the supervisory board by a decision of the general meeting. This decision shall be adopted by a majority of the votes of those participating in the voting, unless a greater number of votes is provided for by the charter.🔗

2. An authorised person may at any time recall a delegated member of the supervisory board of a joint-stock company. If the grounds for delegation provided for by the charter no longer exist, the decision on recalling the delegated member of the supervisory board shall be adopted by the general meeting.

3. Each member of the supervisory board may at any time resign from membership of the supervisory board, in such a way that no damage is caused to the joint-stock company, except where he/she has a valid reason.

4. If within 6 months from the resignation of a member of the supervisory board of a joint-stock company from membership of the supervisory board a new member is not elected, the court may, on the basis of an application by the governing body of the joint-stock company, appoint a new member of the supervisory board. This rule shall also apply where the number of members of the supervisory board is less than the number determined by the charter.

5. A member of the supervisory board of a joint-stock company appointed by the court shall cease to hold office upon the election of a new member of the supervisory board in accordance with the procedure established by law.

Article 214. Incompatibility of offices 1. A member of the supervisory board of a joint-stock company may not at the same time be a member of the governing body of the joint-stock company.🔗

2. The charter may additionally determine the list of offices the combination of which is prohibited for a member of the supervisory board of a joint-stock company.

Article 215. Publication of information on changes in the composition of the supervisory board of a joint-stock company The governing body of a joint-stock company shall be obliged to publish information on changes in the composition of the supervisory board of the joint-stock company, on the election of the chairperson of the supervisory board and on all changes related thereto, and also to post the said information on the website of the joint-stock company (if any).🔗

Article 216. Chairperson of the Supervisory Board of a joint-stock company and Deputy Chairperson 1. The Supervisory Board of a joint-stock company shall elect the Chairperson of the Supervisory Board and his/her Deputy from among its members by a majority of the votes of those participating in the voting. If the candidates receive an equal number of votes, the eldest candidate among them shall be appointed Chairperson of the Supervisory Board, unless otherwise provided by the charter.🔗

2. The Chairperson of the Supervisory Board of a joint-stock company shall coordinate the activities of the Supervisory Board, chair the meetings of the Supervisory Board and represent the Supervisory Board in relations with other bodies, officials and employees of the joint-stock company.

3. The Chairperson of the Supervisory Board of a joint-stock company shall systematically maintain relations with the governing body of the joint-stock company and discuss with it the development strategy and expected risks of the joint-stock company.

4. The governing body of a joint-stock company shall provide the Chairperson of the Supervisory Board of the joint-stock company with information on significant events that may affect the activities of the joint-stock company, as well as an assessment of the expected consequences. The Chairperson of the Supervisory Board shall provide the received information to the members of the Supervisory Board and, if necessary, convene a meeting of the Supervisory Board.

5. The Deputy Chairperson of the Supervisory Board of a joint-stock company shall perform the functions of the Chairperson of the Supervisory Board in the event of his/her absence or inability to perform his/her duties.

6. The charter may determine additional powers of the Chairperson of the Supervisory Board of a joint-stock company, if this does not contradict the law.

Article 217. Meeting of the Supervisory Board of a Joint-Stock Company 1. A meeting of the Supervisory Board of a joint-stock company shall be held at least once a year. The chairperson of the Supervisory Board of a joint-stock company shall ensure that a meeting of the Supervisory Board is held.🔗

2. A member of the Supervisory Board or the management body shall have the right to demand that the chairperson of the Supervisory Board immediately convene a meeting of the Supervisory Board. Such demand shall state the reasons and purposes for holding the extraordinary meeting. The chairperson of the Supervisory Board shall, within 10 days from the demand, ensure that a meeting of the Supervisory Board is held.

3. If the demand to convene a meeting of the Supervisory Board is not satisfied, a member of the Supervisory Board of a joint-stock company or the management body may itself convene a meeting of the Supervisory Board.

4. A meeting of the Supervisory Board of a joint-stock company shall be chaired by the chairperson of the Supervisory Board, in his/her absence – by the deputy chairperson of the Supervisory Board, and in the event of his/her absence – by one of the members of the Supervisory Board. Minutes of the meeting of the Supervisory Board shall be drawn up regarding the proceedings of the said meeting and the decisions adopted. The chairperson of the meeting of the Supervisory Board shall be responsible for the accuracy and completeness of these minutes.

Article 218. Decisions of the Supervisory Board of a Joint-Stock Company 1. The Supervisory Board of a joint-stock company shall be quorate if at least half of the members of the Supervisory Board attend its meeting. The charter may regulate the issue of quorum of the Supervisory Board differently.🔗

2. If the Supervisory Board of a joint-stock company is not quorate, the chairperson of its meeting shall, no later than 10 days, convene a new meeting, which shall be quorate regardless of the number of members of the Supervisory Board participating in the vote, unless otherwise provided by the charter.

3. The Supervisory Board of a joint-stock company shall adopt a decision by a majority of the votes of those participating in the vote. A member of the Supervisory Board shall have 1 vote, unless otherwise provided by law or the charter. In the event of an equal division of votes, the vote of the chairperson of the Supervisory Board shall be decisive, and in the event of his/her absence – the vote of the chairperson of the meeting.

4. A decision of the Supervisory Board of a joint-stock company shall be formalized by an entry in the minutes of its meeting.

Article 219. Remuneration of Members of the Supervisory Board of a Joint-Stock Company🔗

1. Members of the supervisory board of a joint-stock company may be paid remuneration for the performance of the functions assigned to them, which shall correspond to the financial capabilities of the joint-stock company.

2. The amount, structure and periodicity of payment of the remuneration of a member of the supervisory board of a joint-stock company shall be determined by the charter or by a decision of the general meeting. A member of the supervisory board may additionally be granted, for successful activity, premiums determined in accordance with a pre-established procedure, or other bonuses.

3. The decision on the remuneration of members of the supervisory board of a joint-stock company shall indicate the benefits and privileges that the members of the supervisory board will enjoy during the period of membership.

Article 220. Committees of the Supervisory Board of a Joint-Stock Company🔗

1. The supervisory board of a joint-stock company may form committees from among its members, the purpose of which, along with the exercise of other powers, shall be the convening of board meetings or the preparation of the issues to be considered at them and the monitoring of the implementation of the decisions taken.

2. The heads of the committees shall regularly provide the supervisory board with the relevant information.

3. The names and number of the committees may be determined by the charter.

4. The functions of the supervisory board of a joint-stock company may not be fully transferred to committees.

Article 221. Initiation of Liability🔗

1. The general meeting, the supervisory board of a joint-stock company and the managing body of a joint-stock company, within the scope of their own competence, shall have the right to demand compensation for the damage caused to the joint-stock company by the members of these bodies.

2. By a decision of the general meeting, the supervisory board or the managing body may be instructed to demand from officials compensation for the damage caused to the joint-stock company by their failure to perform their duties.

3. The decision of the general meeting on the demand for compensation for damage shall be implemented within 6 months from its adoption. The general meeting shall have the right to appoint a special representative for the purpose of implementing the said demand.

Article 222. Shareholder's action arising from a claim of the joint-stock company 1. One or several shareholders shall be entitled to file an action in their own name and for the benefit of the joint-stock company in order to enforce a claim belonging to the joint-stock company, including against officials of the joint-stock company, demanding compensation for the damage caused to the joint-stock company by their non-performance of their duties, or transfer to the joint-stock company of the benefit received in exchange for compensation of the damage caused, or waiver of the right to receive such benefit.🔗

2. A shareholder shall be considered a proper claimant if he/she meets the following conditions:

a) 90 days have elapsed since his/her written application to the joint-stock company requesting the filing of an action, except where the joint-stock company refuses to file an action before the expiry of this period, or where compliance with the said period may cause irreparable damage to the joint-stock company;

b) the court establishes that satisfaction of the shareholder's claim does not contradict the paramount interest of the joint-stock company.

3. The joint-stock company shall be entitled, by agreement with the shareholder filing the action, to substitute for him/her at any time.

4. Where the court considers the shareholder a proper claimant, the joint-stock company shall be obliged to reimburse him/her, within reasonable limits, for the expenses incurred in connection with the action. The joint-stock company shall be released from the obligation to reimburse these expenses if it proves that satisfaction of the action proved detrimental to the joint-stock company. If the shareholder was considered an improper claimant, he/she shall bear reimbursement of those expenses incurred by the joint-stock company within reasonable limits which arose in connection with the shareholder's claim.

Article 223. Significant transaction 1. Unless otherwise provided by the charter, a transaction or several interrelated transactions intended for one purpose which is/are directly or indirectly related to the acquisition, alienation or encumbrance with rights of 25 per cent or more of the property of the joint-stock company (the balance-sheet value of the joint-stock company's assets) shall be considered a significant transaction.🔗

2. The balance-sheet value of the joint-stock company's assets shall be determined on the basis of the data of the latest financial statement. An exception is made for transactions related to the ordinary activity of the joint-stock company, to placement through subscription (sale) of ordinary shares of the joint-stock company, as well as to placement by the joint-stock company of securities convertible into ordinary shares.

Article 224. Rules for concluding a significant transaction 1. Unless otherwise provided by the charter, the governing body shall, before concluding a significant transaction, obtain the consent of the supervisory board or the general meeting, and in the case of a monistic management system — of the non-executive director or the general meeting, depending on how the law or the charter allocates competence between the bodies for consent to the conclusion of such a transaction.🔗

2. Unless otherwise provided by the charter, the decision on granting consent to the conclusion of a significant transaction the value of which amounts to 25 to 50 percent of the balance sheet value of the assets of the joint-stock company shall be taken by the supervisory board or the general meeting of the joint-stock company, and in the case of a monistic management system — by the non-executive director or the general meeting.

3. The decision on granting consent to the conclusion of a significant transaction the value of which exceeds 50 percent of the balance sheet value of the assets of the joint-stock company shall be taken by the general meeting by a majority of the votes of those participating in the voting, unless otherwise provided by the charter.

4. The decision on granting consent to the conclusion of a significant transaction shall contain data on the person who is a party to this transaction, as well as information on the value, subject matter and other essential terms of the said transaction.

5. If a significant transaction contains the indicia of a transaction involving a conflict of interest, the rules established by this Law for a transaction involving a conflict of interest shall apply to it.

6. A significant transaction in respect of which the rules established by this Law on the determination of the value of property or on the procedure for granting consent have been violated shall be contestable if the other party to the transaction knew that this transaction was concluded in violation of the rules established for the conclusion of a significant transaction.

7. If a joint-stock company, within 2 years of registration, acquires from a shareholder of the joint-stock company an asset the value of which amounts to not less than 10 percent of its own issued capital, an independent auditor's report shall be drawn up in connection with this transaction. This report shall be published in accordance with paragraphs 10 and 11 of Article 152 of this Law. It shall be approved by the general meeting, except where the transaction was concluded within the framework of the ordinary activity of the joint-stock company or in connection with a purchase effected on a stock exchange.

Article 225. Mandatory sale of a minority shareholder's share 1. If, as a result of the acquisition of shares, a shareholder owns at least 95 percent of the votes of a joint-stock company, that shareholder (for the purposes of this Article – the buyer) has the right to buy out the shares of other shareholders at a fair price.🔗

2. A decision on the mandatory sale of shares shall be taken by a court in accordance with the procedure established by the Civil Procedure Code of Georgia. The fair price for the buyout of the shares and the record date for the buyout shall be determined by the court, in accordance with the procedure established by the Civil Procedure Code of Georgia, by a decision on the mandatory sale of shares.

3. Not later than 1 month before applying to the court, the buyer shall publish its notice on the mandatory sale of shares. This notice shall contain information on the grounds/conditions and procedures for the buyout of the shares.

4. The person maintaining the register of registered shares or, in the case of dematerialised shares, the central depositary defined by the Law of Georgia on Holding Dematerialised Securities (for the purposes of this Article – the registrar) shall notify all nominal holders/account operators of the record date for the buyout determined by the court not later than 5 days before that date. From the record date for the buyout until the completion of the share buyout procedures, transactions related to the said shares shall be suspended, except for the actions provided for by this Article. The registrar shall, as of the record date for the buyout, draw up a list of all shareholders (this list shall indicate the identity of the shareholders, their addresses and the number of shares owned by them) (the buyout register) and, on the basis of the submission by the buyer of documents confirming the performance of the actions in accordance with paragraphs 1 and 2 of this Article (including a document confirming the full deposit of the buyout amount for the shares), shall re-register all shares in the name of the buyer or, at the buyer's choice, in the name of the respective nominal holder/account operator. The registrar's expenses related to the buyout of the shares shall be reimbursed by the buyer. The buyer shall place the buyout amount for all remaining shares in a nominal holding account opened for the benefit of the remaining shareholders with a commercial bank, the central depositary or a brokerage company, and shall transfer the buyout register to it.

Law of Georgia of 22 February 2023 No. 2613 – website, 10.03.2023.

Law of Georgia of 16 November 2023 No. 3720 – website, 07.12.2023.

Article 226. Concept of Cooperative 1. A cooperative is an entrepreneurial company based on the labour activity of members or established for the purpose of promoting the economic or social activity of members, whose task is to satisfy their needs and whose primary aim is not to make a profit.🔗

2. Cooperatives include:

a) a raw material procurement cooperative, which procures raw materials for its own members;

b) a cooperative jointly selling agricultural or craft products;

c) a cooperative producing agricultural products and manufacturing various items and carrying out their sale with joint expenses (agricultural and production cooperative);

d) a cooperative acquiring mass-consumption goods by way of wholesale trade and carrying out their sale by retail trade;

e) a cooperative acquiring, producing or jointly using material and technical resources necessary for agricultural production or craft;

f) an agricultural credit cooperative;

g) a consumer (multi-sectoral) cooperative, whose legal, economic and social foundations are regulated by the Law of Georgia "On Consumer Cooperation";

h) a non-bank deposit institution – a credit union;

i) an agricultural cooperative, whose legal, economic and social foundations are regulated by this Law and the Law of Georgia "On Agricultural Cooperatives".

3. A cooperative shall be liable to creditors for its own obligations only with its own property.

Article 227. Founders of a Cooperative 1. The founders of a cooperative may be both natural persons and legal entities.🔗

2. To establish a cooperative, at least 5 founders are necessary.

Article 228. Placed Capital of a Cooperative 1. The placed capital of a cooperative may be determined by the charter.🔗

2. A member of a cooperative may have several shares.

3. The placed capital of a cooperative may be increased by admitting additional members to the cooperative and their making contributions, as well as by the cooperative's members fully making the remaining contribution or making additional contributions.

Article 229. Register of Members of a Cooperative 1. The governing body of a cooperative shall be obliged to maintain a register of members of the cooperative, in which the identification data of each member of the cooperative, as well as the amount and category of his/her share, shall be entered.🔗

2. The register of members of a cooperative shall be accessible to all members of the cooperative. It shall be accessible on the cooperative's website, if the cooperative has a website. The performance of this obligation shall be assigned to the governing body.

3. Admission of a member to a cooperative, withdrawal of a member from a cooperative, change of a share or acquisition of a new share shall acquire legal force only from the moment of registration in the register of members of the cooperative.

4. In the register of members of a cooperative, the fact whose registration is mandatory shall be registered within 1 month from its origin.

Article 230. Share 1. According to the charter of the cooperative, the alienation of a share may depend on the consent of the governing body.🔗

2. The charter of the cooperative may provide for different categories of shares.

3. Holders of shares of the same category have equal rights and obligations.

Article 231. Admission of a member to a cooperative 1. After registration in the cooperative's register of members, for the admission of a person wishing to become a member of the cooperative as a member of the cooperative, his/her written application regarding joining the cooperative is necessary.🔗

2. The decision on admission as a member of the cooperative is made by the governing body of the cooperative by majority of votes. Refusal of admission as a member of the cooperative may be appealed to the general meeting.

3. Upon adoption of a positive decision on admission as a member of the cooperative, the governing body shall register the person wishing to become a member of the cooperative in the cooperative's register of members. Membership in the cooperative arises on the basis of the application of the person wishing to become a member of the cooperative from the moment of his/her registration in the cooperative's register of members.

4. The application of a person wishing to become a member of the cooperative must state the obligation of the member of the cooperative that, in accordance with the law and the charter, he/she will make the established contribution (contribute a share).

5. If the charter provides that a member of the cooperative must make an additional contribution in full or in a limited manner, only in the amount of the guarantee sum, the application of the person wishing to become a member of the cooperative must state whether the member of the cooperative, for the satisfaction of creditors, will make the additional contribution in full or will pay the guarantee sum stipulated in the charter in the established amount.

Article 232. Investor member of the cooperative 1. The charter may provide for the admission of an investor member to the cooperative.🔗

2. An investor member of the cooperative may be granted by the charter the right of veto in relation to a decision that concerns the investments made by him/her.

3. An investor member of the cooperative may not have more than 25 percent of the votes.

Article 233. Termination of membership in the cooperative 1. The grounds for termination of membership in the cooperative are:🔗

a) withdrawal of a member from the cooperative;

b) expulsion of a member from the cooperative;

c) alienation of a share by a member of the cooperative;

d) cancellation of registration of a legal entity that is a member of the cooperative;

e) death of a member of the cooperative.

2. The charter may also provide for other grounds for termination of membership in the cooperative.

Article 234. Withdrawal of a member from the cooperative 1. A member of a cooperative shall have the right to withdraw from the cooperative. Withdrawal of a member from the cooperative shall be permissible only at the end of the business year. An application for withdrawal from the cooperative shall be submitted in writing at least 3 months before the withdrawal. The charter may establish a longer period for withdrawal from the cooperative, but not more than 1 year.🔗

2. If an amendment has been made to the charter that substantially changes the subject of the cooperative's activity, the right to withdraw from the cooperative shall be held by:

a) a member of the cooperative participating in the general meeting, if he expressed a negative position on the decision, which was entered in the minutes of the general meeting, or if the entry of the said information in these minutes was refused;

b) a member of the cooperative who did not appear at the general meeting, if he was not admitted to the general meeting in violation of the requirements of law or the charter, or if the procedure for convening the general meeting was violated, or if the subject of the decision was not duly communicated to him.

3. In the case provided for by paragraph 2 of this article, an application for withdrawal from the cooperative may be submitted within 1 month from the notification of the decision to the relevant member of the cooperative. The withdrawal of a member from the cooperative shall be formalized at the end of the business year, but an amendment made to the charter during this period shall not apply to the member withdrawing from the cooperative.

4. The governing body of the cooperative shall be obliged to make an amendment to the register of members of the cooperative due to the withdrawal of a member from the cooperative.

5. The reasoned ground for the withdrawal of a member from the cooperative shall be indicated immediately in the register of members of the cooperative. A member of the cooperative shall be considered to have withdrawn from the cooperative from the moment of registration of his withdrawal from the cooperative in the register of members of the cooperative.

Article 235. Settlement with a member who has withdrawn from the cooperative 1. Settlement with a member who has withdrawn from the cooperative shall be carried out on the basis of the cooperative's balance sheet as at the day of his withdrawal from the cooperative, by way of compensation of the share. The compensation shall be calculated in accordance with the contribution of the member who has withdrawn from the cooperative and his share in the undistributed profit.🔗

2. A member who has withdrawn from the cooperative shall not have the right to claim other property of the cooperative, unless otherwise provided by the charter.

3. The cooperative shall carry out settlement with a member who has withdrawn from the cooperative within 6 months from his withdrawal from the cooperative.

Article 236. Expulsion of a member from the cooperative 1. If there is an important ground, a member of the cooperative may be expelled from the cooperative.🔗

2. An important ground exists if a member of the cooperative has culpably violated the obligations imposed on him, thereby causing damage to the cooperative.

3. The decision on the expulsion of a member from the cooperative shall be taken by the general meeting on the basis of a submission by the governing body of the cooperative.

4. Settlement with a member expelled from the cooperative shall be carried out in accordance with the procedure established by Article 235 of this Law.

Article 237. Alienation of a share by a member of the cooperative 1. If the statute does not provide otherwise, a member of the cooperative may at any time, including during the business year, alienate his share and thereby withdraw from the cooperative without final settlement.🔗

2. The statute may provide that the other members of the cooperative have a pre-emptive right to purchase the share.

3. When a share is alienated, the date of the member's withdrawal from the cooperative shall be deemed the day of registration of his withdrawal from the cooperative.

Article 238. Death of a member of the cooperative 1. Upon the death of a member of the cooperative, membership passes to his heirs. The heirs of a member of the cooperative may exercise the right to vote at the general meeting only through a single common representative.🔗

2. The statute may provide that in the event of the death of a member of the cooperative, the continuation of membership shall depend on the personal capabilities of his heir. In the case of acceptance of the inheritance by several heirs, the statute may also provide that the membership of the cooperative shall terminate if it is not transferred to one of the heirs of the member of the cooperative within the time limits determined by the statute. In this case, the membership of the cooperative terminates at the end of the business year in which the estate was opened. In the relevant case, the rules established by Article 235 of this Law shall apply.

3. The governing body of the cooperative shall be obliged to note the death of a member of the cooperative in the register of members of the cooperative.

Article 239. Adoption of a decision by the general meeting of the cooperative 1. The general meeting adopts a decision by a majority of the votes of those participating in the voting, unless a larger number of votes or other, additional requirements are provided by law or the statute.🔗

2. An amendment to the statute must be adopted by a 3/4 majority of the votes of those participating in the voting, unless a larger number of votes is provided by the statute.

3. The statute may establish a different voting procedure for the election of the members of the cooperative's bodies.

4. A member of the cooperative has 1 vote, except where 1 share has more than one owner, in which case several owners of 1 share have 1 vote. By the statute or, in a case provided by the statute, by a separate agreement of the partners, a different distribution of votes may be established.

Article 240. Participation in the work of the general meeting 1. Members of the cooperative exercise their rights related to the cooperative's activities at the general meeting, unless otherwise provided by law.🔗

2. A member of the cooperative has the right to participate in the work of the general meeting in person or through a representative and to exercise his right to vote.

3. The right to vote may not be exercised by a person whose matter is being considered by the general meeting.

Article 241. Convening of the general meeting 1. The general meeting, except in cases specifically provided for by this Law and the charter, shall be convened at least once a year.🔗

2. The annual meeting of partners shall be convened within 6 months after the preparation of the annual balance sheet.

3. The general meeting shall be convened by the governing body of the cooperative, unless the authority to convene the general meeting is also granted to another person by law or the charter. Convening the general meeting is the duty of the governing body.

4. The general meeting shall be convened immediately if 10 percent of the members of the cooperative or another number of members of the cooperative provided for by the charter requests in writing the convening of the general meeting, indicating a specific purpose.

5. If the request of the members of the cooperative regarding the convening of the general meeting is not satisfied, the court may grant the applicant members of the cooperative the authority to convene the general meeting.

Article 242. Time limit and agenda for convening the general meeting 1. The general meeting shall be convened at least 1 month before the day of its holding, in accordance with the procedure established by the charter or by publishing the relevant information on the electronic portal of the registering authority.🔗

2. The agenda of the general meeting shall be announced at the time of its convening on the electronic portal of the registering authority. Any information disseminated in any other form by which the general meeting is convened shall contain information about the agenda of the general meeting.

3. It shall be inadmissible to adopt a decision on a matter that is not included in the announced agenda of the general meeting. The exception is decisions on the conduct of the general meeting and the convening of an extraordinary meeting of partners.

4. The general meeting may adopt a decision on the day/date, place and tentative agenda of the next general meeting.

Article 243. Notice of convening the general meeting 1. The notice of convening the general meeting shall contain the following information:🔗

a) the firm name of the cooperative;

b) the place, day and time of the general meeting;

c) an indication of whether an annual meeting of partners or an extraordinary meeting is being held;

d) the agenda of the general meeting.

2. In the notice of convening the general meeting, in addition to the information provided for by paragraph 1 of this Article, there shall also be indicated the possibility of submitting proposals and additions on the items of the agenda of the general meeting.

Article 244. Minutes of the general meeting 1. The minutes of the general meeting shall be signed by the chairperson of the general meeting and those members of the governing body of the cooperative who attended the general meeting. The materials for convening the general meeting shall be attached to the minutes of the general meeting.🔗

2. A member of the cooperative shall have the right to review the minutes of the general meeting, as well as to receive a copy of these minutes or an extract from the minutes. The cooperative shall keep the minutes of the general meeting.

Article 245. Competence of the annual meeting of partners 1. The annual meeting of partners is the supreme body of the cooperative.🔗

2. The annual meeting of partners adopts decisions on the following matters:

a) approval of the annual report;

b) approval of the work performed during the year by the managing body and the supervisory board of the cooperative;

c) use of the annual profit or covering of the annual loss.

3. The annual report together with the annual balance sheet and the report of the managing body and the supervisory board shall be placed at least 1 week before the holding of the annual meeting of partners on the cooperative's website (if any) and in the cooperative's office and/or at another place determined by the managing person of the cooperative, so that the members of the cooperative can review them.

4. A member of the cooperative has the right, at his/her own expense, to receive copies of the requested annual report and the report of the managing body and the supervisory board.

Article 246. Exclusive competence of the general meeting in relation to other matters 1. The exclusive competence of the general meeting includes the adoption of decisions on the following matters:🔗

a) amendment of the cooperative's charter;

b) change of the cooperative's legal address;

c) change of the cooperative's company name;

d) increase of the share;

e) introduction or extension of the obligation to make an additional contribution with the consent of the holder of the respective share;

f) admission of an investor member of the cooperative or determination of his/her voting right;

g) establishment or increase of multiple voting rights;

h) division of the share.

2. To adopt a decision provided for by this Article, a majority of the votes of those participating in the voting is required, unless otherwise provided by the charter.

3. Decisions of the general meeting on a matter provided for by this Article by which an amendment to the charter is made, as well as on the matters provided for by subparagraphs "a"–"c" of paragraph 1 of this Article, shall be certified by notarial procedure.

4. Decisions of the general meeting on the matters provided for by subparagraphs "a"–"c" of paragraph 1 of this Article shall enter into force from the moment of registration in the registry.

Article 247. Representatives' Meeting 1. If the number of members of a cooperative is more than 500, a Representatives' Meeting shall be convened instead of the General Meeting, and if the number of members of a cooperative is more than 200, the charter may provide that a Representatives' Meeting be held instead of the General Meeting.🔗

2. Any capable natural person who is a member of the cooperative may be elected as a representative, except for the managing person of the cooperative and a member of the supervisory board.

3. The Representatives' Meeting shall consist of at least 50 representatives, who are elected by the members of the cooperative. A representative shall not have the right to transfer his/her powers to another person.

4. A representative shall be elected on the basis of universal, direct, equal elections by secret ballot.

5. A person may not be elected as a representative for a term of more than 4 years.

6. The charter shall determine:

a) for how many members of the cooperative one representative is elected;

b) the term of representation.

7. Detailed provisions on the procedure for holding the elections of representatives (including the determination of election results) may be set out in the election regulations adopted by the management body of the cooperative, and in the case of a dualistic management system of the cooperative — in the election regulations adopted jointly by the management body and the supervisory board. The consent of the General Meeting shall be required for this.

8. The obligation to hold the elections of representatives shall rest with the management body.

9. If a representative refuses to act as a representative or for another reason is unable to perform his/her activities, a new representative shall be elected for the remaining term.

10. The list of elected representatives shall be published for at least 2 weeks or shall be posted for the same period at the cooperative's office and on the cooperative's website (if any), so that the members of the cooperative may familiarize themselves with it. The powers of the elected representatives shall commence from the day of publication or posting of the said list. A member of the cooperative shall, upon request, be provided with a copy of this list.

Article 248. Possibility of Choosing the Cooperative's Management System/Model 1. A cooperative may have a monistic or dualistic management system.🔗

2. In the case of a dualistic management system of the cooperative, the management and control functions shall be distributed between the management body and the supervisory board.

3. The charter shall state the choice of the cooperative's management system. If the charter does not state the choice of the cooperative's management system, it shall be presumed that the dualistic management system of the cooperative applies.

Article 249. Supervisory Board of the Cooperative 1. The supervisory board of the cooperative consists of no fewer than 3 and no more than 15 members elected by the general meeting by a majority of the votes of those participating in the voting. The number of members of the supervisory board shall be determined by the charter.🔗

2. By decision of the general meeting, a member of the supervisory board has the right, based on the results of his/her activity, to receive a determined remuneration.

3. By decision of the general meeting, adopted by a majority of the votes of those participating in the voting, a member of the supervisory board may at any time be recalled from membership.

4. A member of the supervisory board shall not have the right to simultaneously be the managing person of the cooperative or his/her deputy or otherwise exercise the management of the cooperative.

5. A member who has left the managing body of the cooperative may not be elected as a member of the supervisory board before the approval of his/her report.

Article 250. Competence of the Supervisory Board of the Cooperative 1. The supervisory board of the cooperative shall exercise control over the activity of the managing body of the cooperative in compliance with the rules and conditions established by this Law and the charter.🔗

2. The supervisory board receives information about the course of the cooperative's affairs. It may at any time demand a report from the managing body/managing person and, directly or through persons determined by it, inspect the cooperative's documentation. The supervisory board shall inspect the annual balance sheet, the report on the cooperative's financial condition, the proposals on the distribution of annual profit, and shall report the results of this inspection to the partners' meeting before the approval of the annual balance sheet.

3. The supervisory board shall, in accordance with the established procedure, convene the general meeting/meeting of representatives.

4. Other functions of the supervisory board may be determined by the charter. A member of the supervisory board shall not have the right to transfer his/her functions to another person.

5. The supervisory board is entitled to represent the cooperative against its managing person in a legal dispute conducted in the name of the cooperative.

6. The consent of the supervisory board is required for any credit that the cooperative gives to its managing person, or for its suretyship for him/her.

Article 251. Governing body of the cooperative and its competence 1. In the monistic system of cooperative management, the governing body of the cooperative is vested with the authority to manage the cooperative and to represent the cooperative in relations with third parties.🔗

2. The governing body of the cooperative shall consist of not fewer than 2 members, unless otherwise provided by the charter.

3. The governing person of the cooperative shall be elected by the general meeting for a term of not more than 3 years.

4. The governing person may at any time be recalled from membership of the governing body if 2/3 of the participants of the general meeting support this decision.

5. The chairperson of the governing body shall be elected from among the members of the supervisory board by a majority of votes. If the board consists of 2 members, they shall perform the functions of the chairperson of the governing body alternately, annually. In other cases, the norms established by the General Part of this Law regarding the governing body shall apply.

Article 252. Functions of the governing person of the cooperative and his/her election 1. The governing person of the cooperative shall, under his/her own responsibility, manage the cooperative and represent the cooperative in relations with third parties.🔗

2. In the dualistic system of cooperative management, the governing person shall be elected to and dismissed from office by the supervisory board for a term of not more than 3 years.

3. The governing person may not simultaneously be a member of the supervisory board.

Article 253. Distribution of the cooperative's profit and loss 1. Upon approval of the annual report, the general meeting shall adopt a decision on the distribution of the cooperative's profit or loss for the business year among the members of the cooperative.🔗

2. In the first business year, profit or loss shall be distributed in proportion to the contributions made by the members of the cooperative, and in each subsequent business year – by adding profit and writing off loss, in proportion to the total amount of shares existing at the end of the previous business year.

3. The charter may provide for other rules for the distribution of the cooperative's profit and loss.

4. The charter or a decision of the general meeting may provide that the cooperative's profit be credited in whole or in part to the reserve.

Article 254. Transitional Provisions🔗

1. An enterprise registered before the entry into force of this Law, except for an individual entrepreneur, shall ensure, by 1 April 2026, that the registration data of the enterprise and/or branch comply with the requirements of this Law. For this purpose, a decision of the founders shall be submitted to the registering authority, which is adopted by the number of votes established by the general rule determined by the last charter of the enterprise registered before 1 January 2022 for adopting a decision of the general meeting. If the registered charter of an enterprise registered before 1 January 2022 determines, on the relevant matter, a greater number of votes for adopting a decision of the general meeting than that established by the general rule, when ensuring that the registration data of the enterprise comply with the requirements of this Law, the decision of the founders on the relevant matter shall be adopted by the number of votes determined by the said charter. Adoption of a decision by the number of votes established by the general rule shall be permissible if the content of the relevant matter provided for by the registered charter of the enterprise is reflected unchanged in the enterprise's new founding agreement and does not contradict the law.

1¹. If an enterprise registered before the entry into force of this Law fails to fulfil the obligation determined by paragraph 1 of this Article, its registration shall be suspended, this shall be indicated in the register, and an extract from the register shall no longer be issued. The registering authority shall provide the identification data of the said enterprise to the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia – the Revenue Service, to the Legal Entity of Public Law – the Service Agency of the Ministry of Internal Affairs of Georgia, and to banks operating in Georgia. Suspension of registration implies restriction of the representative authority of the person(s) having representative authority of the enterprise/branch, as well as restriction of the ability of the enterprise whose registration is suspended to dispose of property, participate in tax operations, manage a bank account, open a new account, dispose of funds in an account, and obtain credit. Registration shall be restored immediately upon fulfilment of the obligation determined by paragraph 1 of this Article.

1². The decision on suspension of registration shall be published in the form of information on the registered data page of the unified electronic portal of the registering authority, which shall be specially designated for posting information on re-registration.

1³. If the obligation determined by paragraph 1 of this Article is not fulfilled, from 1 January 2027 the registering authority shall adopt a decision on the defectiveness of the registration of the entrepreneur who violated this obligation and shall set a 3-month period for it to eliminate the defect. The relevant information shall be published in the manner established by paragraph 1² of this Article.

1⁴. In the event of failure to submit the application within the time limit established by paragraph 1³ of this article for the fulfillment of the obligation defined by paragraph 1 of this article, the registering authority adopts a decision on cancellation of the registration of the entrepreneur and/or branch.

1⁵. Liquidation of a business company is carried out under the general procedure. If, after cancellation of the registration of a business company, upon the initiative of an interested person it is established that the business company has remaining property, the court appoints a liquidator on the basis of an application of a partner or creditor of the business company. In this case, the procedure established by this Law for liquidation of a business company shall apply. The same procedure shall apply in the case where the entrepreneur has submitted the application provided for by this paragraph, but within the completed proceedings related thereto has not fulfilled the obligation defined by paragraph 1 of this article.

1⁶. The obligation to ensure compliance of the registration data provided for by paragraph 1 of this article with the requirements of this Law shall not apply to an individual entrepreneur.

1⁷. A non-entrepreneurial (non-commercial) legal entity registered before the entry into force of this Law is entitled to apply, in accordance with the established procedure, to the registering authority for the purpose of ensuring compliance of the registration data with the requirements of this Law in accordance with Articles 29, 31 and 32 of the Civil Code of Georgia and Article 201 of the Law of Georgia on the Public Registry. The registering authority shall ensure, for the non-entrepreneurial (non-commercial) legal entity that ensures compliance of the registration data with the requirements of this Law, access to all opportunities provided for an enterprise registered after the entry into force of this Law.

1⁸. From 1 May 2024, a partner/partners of an enterprise (except an individual entrepreneur), whose share/shares in ownership exceeds 50 percent, is/are entitled to apply to the registering authority with a request for cancellation of the enterprise's registration. The registration of the enterprise may be cancelled if the following conditions exist simultaneously:

a) as of the day of application and during the last 5 years prior to this date, the enterprise is not registered:

a.a) in the Public Registry as the owner of an immovable thing;

a.b) in the Register of Entrepreneurs and Non-Entrepreneurial (Non-Commercial) Legal Entities as the owner of a share in another enterprise;

b) as of the day of application and during the last 5 years prior to this date, in the registration data database of the Legal Entity of Public Law – Service Agency of the Ministry of Internal Affairs of Georgia, no vehicle is registered to the enterprise;

c) according to the data of the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia − the Revenue Service, as of the day of the application and during the last 5 years up to this date, no tax arrears are accrued to the enterprise, it has not submitted a tax/customs declaration and has not paid the respective tax/fee in accordance with the legislation of Georgia.

1⁹. The registering authority shall, no later than 10 working days from the receipt of the application provided for by paragraph 1⁸ of this Article, provide information on the submission of the said application to the Legal Entity of Public Law within the governance sphere of the Ministry of Finance of Georgia − the Revenue Service. The registering authority shall publish this information within the same period in accordance with the procedure established by paragraph 1² of this Article.

1¹⁰. On the basis of the application provided for by paragraph 1⁸ of this Article, the cancellation of the registration of the enterprise shall be permissible upon the expiry of 3 months from the submission of the said application.

1¹¹. When submitting the application provided for by paragraph 1⁸ of this Article, the person is entitled to obtain independently the evidence confirming the circumstances indicated in the same paragraph or to request the registering authority to obtain the respective information. The registering authority shall be obliged to ensure the collection of the data provided for by paragraph 1⁸ of this Article about the enterprise, if, upon the submission of the said application, the obtaining of the data in such a manner is requested. The registering authority is entitled to receive a fee for the provision of this service, the amount of which shall be determined by the respective Resolution of the Government of Georgia. The amount of the said fee shall not exceed GEL 150.

2. The requirements of paragraph 5 of Article 16 of this Law shall apply to an individual entrepreneur and an entrepreneurial company registered before the entry into force of this Law only if they request a change of the company name.

3. Before 1 November 2021:

a) the Minister of Justice of Georgia shall ensure the approval of the standard charters provided for by this Law;

b) the Legal Entity of Public Law − the National Agency of Public Registry shall ensure the creation of the electronic portal provided for by this Law;

c) the Minister of Economy and Sustainable Development of Georgia shall ensure the approval of the procedure for the dissolution of an enterprise in which the State holds more than 50 percent of the shares or interest;

d) the respective minister authorised in the field of economy of the Autonomous Republic of Abkhazia or Adjara shall ensure the approval of the procedure for the dissolution of an enterprise in which the Autonomous Republic of Abkhazia or Adjara holds more than 50 percent of the shares or interest.

Law of Georgia of 30 November 2023 No. 3884 – website, 19.12.2023.

Law of Georgia of 18 March 2025 No. 365 – website, 19.03.2025.

Article 255. Final Provisions 1. From 1 January 2022, the Law of Georgia on Entrepreneurs of 28 October 1994 (Parliament of Georgia Herald, 1994, No. 21-22, Art. 455) shall be declared invalid.🔗

2. This Law, except for Articles 1-253 and paragraphs 1 and 2 of Article 254 of this Law, shall enter into force upon publication.

3. Articles 1-253 and paragraphs 1 and 2 of Article 254 of this Law shall enter into force from 1 January 2022.

President of Georgia Salome Zourabichvili

Tbilisi,

2 August 2021

No. 875-Vrs-Xmp