The reorganization resolution alone and the filing of the registration application do not yet bring about the legal transfer. What matters is the completed entry in the register and the effective date stated in it. In a change of legal form, the continuing company is deemed to have its new legal form from that point onward. In a merger, the planned rights and obligations transfer to the successor, while the transferring company ceases to exist in accordance with the rules governing the reorganization. In a division, the allocations to the companies involved, as set out in the reorganization plan, take effect. An internal economic or accounting date must not be confused with the legal effectiveness of the register entry. Contracts, invoices, bank authorizations, business documents, and internal systems should be aligned with the legal transfer. Employees, contractual partners, banks, and competent authorities must be informed of the correct company details as of the relevant date. Licenses and permits must be reviewed separately to determine whether the reorganization affects their validity, allocation, or notification requirements. The register decision and a current extract from the register are the key evidence of the change of legal form or corporate succession having taken effect.
Effective Date of a Registered Company Reorganization in Georgia
A company reorganization requiring registration in Georgia generally becomes legally effective upon its entry in the Company Register. Only at that point does the change of legal form or the planned corporate succession take effect under the rules governing registration.
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The legal transfer generally takes effect only upon entry in the register, not upon adoption of the resolution or filing of the application. Economic, accounting, and legal dates should therefore be documented separately and aligned. Changes to external and internal company data must be made with reference to the date on which the entry takes effect under registration law.