Corporate due diligence examines ownership, authority, contracts, debt, regulation, employment, data, disputes and enforceability; findings must be translated into price, warranties and closing conditions.
Direct answer and scope
Corporate due diligence examines ownership, authority, contracts, debt, regulation, employment, data, disputes and enforceability; findings must be translated into price, warranties and closing conditions.
A corporate decision is not complete at registration. It must align with the charter, shareholder rights, director authority, tax consequences, bank KYC and any sector-specific licensing regime.
- Founders, shareholders, directors, foreign investors and international companies
- Responsible authority: The National Agency of Public Registry, Revenue Service and the relevant sector regulator
- Jurisdiction: Georgia
Documents and evidence to prepare
Start the assessment with a complete and consistent file covering: corporate book and registry, material contracts, tax, licensing and employment records, disputes, IP, data and asset encumbrances.
A foreign document may require apostille or legalisation and a compliant Georgian translation. Check the copy, date, issuer and its connection to the fact being proved.
- corporate book and registry
- material contracts
- tax, licensing and employment records
- disputes, IP, data and asset encumbrances
Procedure and working sequence
Separate the matter into ownership, control, cash flow, liability and exit. Every agreement should match both the registry record and the real commercial process.
For this issue, the practical sequence is: agree scope and materiality; index the virtual data room; prepare red-flag and full reports; allocate findings in transaction documents. Before each step, recheck the competent authority, filing form and current deadline.
- agree scope and materiality
- index the virtual data room
- prepare red-flag and full reports
- allocate findings in transaction documents
Principal risks and common mistakes
The principal risks are: checking only the registry; relying on oral seller explanations; missing regulatory change; failing to reflect findings in the SPA. Assess each risk not only by legal outcome but also by time, cost, enforceability and its impact on any other current status.
Where documents conflict, explain and correct the inconsistency first; an unplanned additional filing may deepen the problem.
- checking only the registry
- relying on oral seller explanations
- missing regulatory change
- failing to reflect findings in the SPA
Decision plan for the next step
Create one working file containing the chronology, objective, document register, official-source links, deadlines and responsible people. Corporate legal due diligence should not be handled as a form-filling exercise; the final step must fit your facts and risk tolerance.
If the outcome affects liberty, lawful stay, a child, significant property or business continuity, obtain an individual legal assessment before acting.
- Confirm facts and current status
- Recheck the current official source
- Record the deadline and fallback route
- Obtain the written decision or registration evidence
Important noteThis material is general information, not personalised legal advice. Recheck current law, official practice, fees and deadlines against your facts before acting.