Succession and inheritance in Georgia under the Law on Promotion and Guarantees of Investment Activity: what in-house counsel need to know

Foreign nationals holding investment assets in Georgia operate within a legal framework that extends well beyond the Civil Code. The Law on Promotion and Guarantees of Investment Activity — Georgia's principal statute for foreign investor protection — carries direct implications for how investment assets pass on death, who may inherit protected interests, and what procedural steps a foreign estate must complete before Georgian-held assets can be transferred or liquidated. For in-house counsel advising high-net-worth individuals or corporate shareholders with Georgian exposure, understanding this intersection of Georgian succession law and investment protection legislation is a practical necessity rather than an academic exercise.

This guide sets out the succession and inheritance framework applicable to foreign investors in Georgia, with particular attention to the operation of the Law on Promotion and Guarantees of Investment Activity. It is structured as a step-by-step reference for in-house counsel and family-office advisers who need to understand the Georgian legal position before a succession event occurs — or who are managing an estate in which Georgian investment assets have already vested.

The guide addresses the following stages: (1) establishing the legal framework; (2) identifying and classifying investment assets; (3) understanding the protections and limitations under the investment promotion law; (4) completing the Georgian succession procedure; (5) managing cross-border aspects; and (6) preparing in advance. A checklist of preparatory steps appears at the end of Step 2.

Georgia's succession regime is governed primarily by Book VI of the Civil Code of Georgia. Foreign nationals who hold assets in Georgia are subject to Georgian law in respect of immovable property situated in Georgia, regardless of the law governing the succession as a whole in the decedent's home jurisdiction. For movable investment assets — shares in Georgian companies, bank deposits, intellectual property rights registered in Georgia — the position is more nuanced: Georgian private international law generally applies the law of the decedent's last habitual residence, though Georgian courts retain jurisdiction over assets physically or legally located within the country.

The Law on Promotion and Guarantees of Investment Activity (the "Investment Act") sits alongside the Civil Code and adds a distinct layer of protection for foreign investment assets specifically. The Investment Act defines "investment" broadly — encompassing equity stakes, contractual rights with economic value, intellectual property, and movable and immovable property deployed in a business activity — and grants investors certain guarantees against discriminatory treatment, expropriation without compensation, and regulatory instability. Critically, these guarantees extend to legal successors of the original investor, provided the successor satisfies the statutory definition of an "investor" or otherwise falls within the Act's scope.

Two immediate consequences follow for succession planning. First, a Georgian-law succession procedure is required for investment assets governed by or registered in Georgia, regardless of any offshore holding structure. Second, successors who are themselves foreign nationals may claim the protections of the Investment Act on the same terms as the original investor — a material advantage where, for example, the successor intends to continue operating a Georgian business rather than liquidating the estate.

Before any succession procedure can be initiated, the estate's Georgian assets must be identified with precision. The Investment Act's protections do not apply uniformly to all asset classes: they apply to assets that qualify as "investment" in the statutory sense — meaning they must have been deployed in a bona fide economic activity and must be capable of generating return.

Practical classification:

• Shares or participation interests in Georgian limited liability companies (LLCs) or joint-stock companies: these qualify as investment assets under the Investment Act if the company conducts business activity in Georgia.
• Immovable property used in business (commercial real estate, hotel assets, agricultural land with business use): qualifies as investment under the Act; residential property held purely for personal occupation generally does not.
• Contractual rights arising from investment agreements, concession agreements, or public-private partnership contracts registered with the Georgian National Investment Agency.
• Bank deposits and financial instruments held by a Georgian-licensed financial institution: investment status depends on whether the deposit was connected to a business activity.
• Intellectual property rights registered with the National Intellectual Property Center of Georgia (Sakpatenti): qualify if exploited commercially.

Note: Residential real estate held by a foreign national for personal use is not protected by the Investment Act but remains subject to Georgian succession law for immovable property. The distinction matters because the procedural route differs and the timeline for transfer may be substantially longer without the investment-law protections.

What to prepare — checklist for asset identification:

• Obtain a current extract from the Public Registry of Georgia confirming all immovable property registered in the decedent's name.
• Obtain certified copies of LLC or joint-stock company charters and extract from the Register of Entrepreneurs and Non-Commercial Legal Entities confirming share ownership.
• Obtain confirmation from the National Investment Agency (if applicable) of any registered investment agreement.
• Compile a list of Georgian bank accounts and financial instruments; obtain written confirmation of balance and account status from each Georgian-licensed institution.
• Confirm registration status of any Georgian intellectual property rights at Sakpatenti.
• Obtain tax registration certificate (identification number) of the decedent from the Revenue Service of Georgia.

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The Investment Act's principal protections — stabilisation of the regulatory regime, guarantee against nationalisation and expropriation without full compensation, and national treatment — do not automatically transfer to successors upon the investor's death. The manner of transfer matters.

Where a successor acquires Georgian investment assets through a formal succession procedure that culminates in a Georgian notarial certificate of inheritance (or its foreign equivalent recognised in Georgia), the successor steps into the position of the original investor as a matter of Georgian administrative practice. The protections of the Investment Act apply from the date on which the successor is registered as the owner of the investment assets in the relevant Georgian registry. There is no statutory requirement to re-register the investment agreement or notify the National Investment Agency of a succession event — though doing so voluntarily is advisable where the original investor held a formally registered investment agreement, in order to avoid later disputes about the continuity of protections.

Limitations that succession advisers must understand:

Regulatory permits and licences held by the deceased investor do not transfer by succession as a matter of course. If the investment activity required a Georgian licence — in regulated sectors such as banking, telecommunications, pharmaceuticals, or gaming — the successor must apply for a new licence or for reissuance. The Investment Act's protections operate at the level of the investment asset, not the regulatory permission. This is a common source of delay in estate administration for Georgian investment businesses.

Existing arbitration agreements and dispute resolution clauses in investment contracts bind the successor if the successor accepts the contractual rights and obligations of the decedent. Where the investment was held through a Georgian entity (LLC, joint-stock company), the dispute resolution mechanism operates at company level and the succession simply changes the shareholder — no novation is required.

Tax obligations do not transfer to the successor until the formal transfer of ownership is registered in the Public Registry. However, Georgian tax law provides that the successor becomes liable for any outstanding tax debt of the decedent's business activity from the date of inheritance, and the Revenue Service may assert a priority claim against the business assets before the estate is distributed. Confirmation of the decedent's tax status from the Revenue Service of Georgia is accordingly an essential pre-step in every Georgian estate administration.

Georgian law provides for two routes of testate succession: (a) inheritance by will, and (b) inheritance by law (intestate). A foreign investor's Georgian assets may be governed by either route, depending on whether a valid Georgian will exists and whether any foreign will is recognised in Georgia.

Notarial procedure — standard route:

Step 4.1. Within six months of the investor's death, heirs must file a declaration of acceptance of inheritance with a Georgian notary (or with the Georgian consulate if the heir resides abroad). Failure to file within the six-month period extinguishes the right of inheritance unless the court grants an extension for valid cause.

Step 4.2. The notary opens an inheritance file. The notary verifies the death certificate, the decedent's title to Georgian assets, and the heir's entitlement.

Step 4.3. The notary issues a certificate of inheritance. For immovable property, the certificate is the basis for re-registration at the National Agency of Public Registry. For company shares, the certificate is presented to the company and the share register is updated.

Step 4.4. Where the investment asset requires regulatory registration (real estate, vehicles, intellectual property), the successor completes the relevant registry transfer within the timeframe prescribed by Georgian administrative law — typically 30 calendar days from the date of the notarial certificate.

Court procedure — where disputes arise:

If the heirs dispute entitlement, or if a creditor of the estate challenges the succession, the matter is resolved before the common courts of Georgia. Georgian courts apply Georgian succession law to immovable property regardless of the nationality of the parties. For movable assets governed by foreign law, the court may apply conflict-of-laws rules, though in practice Georgian courts are more comfortable applying Georgian law and may require expert evidence on foreign law if a party seeks its application.

Recognition of foreign wills and succession certificates:

Georgia is not a party to the Hague Convention on the Law Applicable to Succession to Property of Deceased Persons (1989). Recognition of foreign succession documents (a foreign will, a foreign grant of probate, a foreign notarial succession certificate) is therefore governed by bilateral treaties and the general provisions of Georgian private international law. Georgia has bilateral legal assistance treaties with a number of countries — practitioners should verify treaty status for the decedent's home jurisdiction before relying on a foreign succession document. Where no treaty applies, the foreign document must be legalised (apostille, where the issuing country is a Hague Convention member) and submitted to a Georgian notary or court for recognition on a document-by-document basis.

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The intersection of Georgian and foreign succession law creates procedural complexity that in-house counsel must anticipate before it becomes a live problem.

For clients with concurrent Russian and Georgian assets: Russian succession law requires a separate notarial procedure for Russian-sited assets, conducted before a Russian notary and resulting in a Russian certificate of inheritance. The two procedures are parallel and independent — a Georgian certificate of inheritance has no automatic recognition in Russia, and vice versa. Where the estate includes both Russian and Georgian assets, two separate succession procedures must be run concurrently, each within the applicable six-month acceptance window. Coordination between Georgian and Russian counsel from the earliest stage of estate administration is essential to avoid the loss of inheritance rights in either jurisdiction.

The cross-border dimension is addressed in the [Cross-border Disputes](/jurisdictions/georgia/disputes/) and [Enforcement of Foreign Judgments & Awards](/jurisdictions/georgia/enforcement/) practice areas on the firm's Georgia jurisdictional pages. For structuring assets in a manner that simplifies future succession, see [Private Wealth & Structuring](/jurisdictions/georgia/private-wealth/) and [Asset Protection](/jurisdictions/georgia/asset-protection/).

Tax on inheritance: Georgia does not currently impose inheritance tax or gift tax on the transfer of assets by succession. This is a material planning advantage compared with many European jurisdictions and should be factored into pre-mortem structuring decisions. Note, however, that income or capital gain arising from a successor's subsequent disposal of a Georgian investment asset is subject to Georgian tax law in the ordinary way. Advisers relying on Georgian tax treatment should obtain current confirmation from a Georgian-qualified tax adviser, as the Revenue Service's position on specific asset classes can evolve.

Holding structures and succession: Foreign investors who hold Georgian assets through offshore or intermediate holding companies — a common structuring choice for real estate and operating businesses — need to consider the succession implications at each level. Succession to shares in a Georgian LLC owned by a British Virgin Islands holding company, for example, requires: (a) BVI succession/probate procedure for the BVI shares; (b) re-registration of the BVI shares in the BVI register; (c) consequent update of the Georgian LLC register to reflect the new ultimate beneficial owner. The Georgian succession procedure is bypassed at the Georgian level — but the BVI procedure must be completed correctly to have legal effect on the Georgian asset.

This structure brings both advantages (Georgian succession procedure is expedited) and risks (the BVI procedure is governed by BVI law, which operates on English common-law principles and may diverge from the client's expectations if they are more familiar with civil-law succession rules).

The most effective succession planning for Georgian investment assets takes place before a succession event occurs. In-house counsel advising individual investors or family offices with Georgian exposure should build the following steps into regular review cycles.

Establish or review a Georgian will: A Georgian notarial will governing Georgian-sited assets provides the clearest and fastest route to succession. The will is held by the notary and is searchable in the Georgian notarial register. A Georgian will does not affect succession to assets in other jurisdictions — it operates in parallel with any foreign will.

Review holding structure against succession objectives: The choice between direct ownership, LLC ownership, and offshore holding company structures should be assessed not only for tax and operational efficiency but for succession mechanics. A holding structure that simplifies tax planning during the investor's lifetime may create significant procedural complexity on death.

Register investment agreements with the National Investment Agency where available: Formal registration of an investment agreement provides a documentary foundation for the successor's claim to Investment Act protections and reduces the risk of a regulatory challenge after the succession event.

Maintain complete and current registry records: The Georgian Public Registry and the Register of Entrepreneurs operate in real time. Outdated beneficial ownership records, lapsed registrations, or discrepancies between the registry and corporate documents are the most common source of delay in estate administration. An annual records review — conducted by Georgian-qualified counsel — is a low-cost precaution against a high-cost problem.

Appoint a Georgian legal representative in the succession plan: Where the investor is a foreign national resident abroad, the succession procedure will require engagement with Georgian notaries, registries, and courts. Appointing a permanent attorney in Georgia (under a notarially certified power of attorney) — and confirming that the power of attorney extends to succession-related acts — means that the necessary steps can be taken promptly within the six-month acceptance window.

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Q: Does the Law on Promotion and Guarantees of Investment Activity protect a foreign heir who inherits a Georgian business?

A: Yes, in principle. Georgian law extends the protections of the Investment Act to legal successors of an original foreign investor, provided the successor is registered as the owner of the investment assets in the relevant Georgian registry. The protection applies from the date of registration — not from the date of death — so completing the formal succession and registration procedure promptly is both a legal and a commercial priority for the succeeding investor.

Q: What documents do I need to initiate a succession procedure for Georgian assets?

A: The core documents are: a certified death certificate (apostilled, if issued outside Georgia); proof of the heir's entitlement (a valid Georgian will, a foreign will recognised in Georgia, or proof of intestate entitlement under applicable law); the decedent's Georgian tax identification number; and documentary evidence of the Georgian asset (registry extract, share certificate, or investment agreement). Where a foreign succession document is relied upon, it must be legalised or apostilled and translated into Georgian by a certified translator. A Georgian notary will specify any additional documents based on the specific asset class.

Q: How long does the Georgian succession procedure take for an investment asset?

A: The statutory acceptance window is six months from the date of death. The notarial procedure itself — once all documents are assembled and submitted — typically takes between four and eight weeks in straightforward cases involving registered assets with clear title. Re-registration of immovable property at the Public Registry is completed within five business days of the notarial certificate. Disputes over entitlement, creditor claims, or contested asset classification can extend the overall timeline significantly, and court proceedings may take twelve months or more. Early engagement of Georgian-qualified counsel is the principal factor in containing the timeline.

• [Georgia — Succession Planning practice overview](/jurisdictions/georgia/succession/)
• [Private Wealth & Structuring in Georgia](/jurisdictions/georgia/private-wealth/)
• [Asset Protection for foreign investors in Georgia](/jurisdictions/georgia/asset-protection/)
• [Tax Residency & Relocation to Georgia](/jurisdictions/georgia/tax-residency/)
• [Cross-border Disputes involving Georgian assets](/jurisdictions/georgia/disputes/)

Vetrov & Partners is a Russian boutique law firm established in 2009. The firm is recognised by Pravo-300 — Russia's principal legal directory — for eight consecutive years, and is listed as a trusted adviser by the German Consulate General in Novosibirsk.

The firm's succession and international private wealth practice assists foreign nationals and family offices in managing succession events that involve Russian and post-Soviet assets, including coordination with trusted local counsel in Georgia and other relevant jurisdictions. With over 1,000 matters handled since inception, the team combines substantive knowledge of cross-border succession mechanics with direct partner involvement on every engagement.

This article was prepared with the contribution of Nino Beridze, Contributing Regional Analyst — Georgia.

Enquiries: info@vetrovpartners.com | WhatsApp / Telegram: +7 (983) 510-38-76 | t.me/vitvetcom

This publication is provided for informational purposes only and does not constitute legal advice under Georgian, Russian, or any other applicable law. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Vetrov & Partners is a Russian-qualified law firm. For matters governed by Georgian law or requiring local admission in Georgia, we collaborate with trusted counsel in the relevant jurisdiction. For advice regarding your particular situation, please contact info@vetrovpartners.com.

— Nino Beridze Contributing Regional Analyst — Georgia, Vetrov & Partners vetrovpartners.com/contributions/