Before the transfer, a complete inventory of the affected business assets must be prepared. This includes cash, receivables, inventory, equipment, real estate, ownership interests, intellectual property rights and other business assets. Loans, trade payables, security interests, provisions and other obligations must also be recorded. The reorganisation plan should specify which company will assume each item as of the effective date. Contracts, employment relationships, ongoing proceedings and business data must be traceably assigned to the related assets and business areas. Ownership rights and encumbrances should be checked against registers, contracts and accounting records. Despite the reorganisation, additional registrations, notifications or evidence may be required for certain types of assets. Licences and permits do not automatically follow the transfer of assets without review, as their continued validity depends on the relevant legal basis. The assets and liabilities must be correctly reflected in the accounts of the companies involved as of the specified date. Tax consequences, creditor protection and potential liability issues must be clarified in light of the specific structure before registration in the relevant register.
Transfer of Business Assets as Part of a Reorganisation in Georgia
In a reorganisation in Georgia, assets and liabilities may be transferred to a continuing or newly established company under the applicable reorganisation plan. The succession to business assets must clearly identify assets, liabilities and the associated legal positions.
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A reorganisation requires the complete allocation of assets, liabilities and the associated legal positions. For each item, the reorganisation plan should identify the receiving legal entity and the effective date. Registered assets, encumbrances and licences may require additional steps despite the reorganisation.