The property sale contract in Georgia: the clauses to insist on

The checklist: clauses to look for in a sale contract

Go through the draft with this list before anyone books a notary. Every item carries a one-line reason, and the sections further down explain the law behind them. Ticks are kept only in your own browser, so the list can be reused when the next version of the draft arrives.

• The seller, exactly as registered Each owner named on the extract signs, or a power of attorney is attached; for a company, the signatory's authority is shown.
• The object as the register describes it Cadastral code, registered area and address; a parking space or storeroom with its own code listed separately.
• An inventory of what stays Furniture, appliances and fittings in an annex, with their condition, so nothing "included" disappears before handover.
• Price, VAT and currency The full amount, whether VAT is included when the seller is VAT-registered, and the currency of payment.
• When each sum is released Accounts in the seller's or lender's name, and a release condition linked to your registration as owner.
• Every burden and how it is cleared Each entry on the extract, and which part of the price removes it.
• The seller's written statements No other registered or pending rights, no court case, no tenants except those named, no unauthorised building work.
• Bills settled up to handover Utilities, building charges and property tax for the period before handover remain the seller's.
• Handover: date, keys, meters A dated handover protocol with meter readings, signed by both sides.
• What the seller answers for Defects the seller remedies, any agreed limit, and how you report a defect.
• Registration and its costs Who files, by when, who pays, and what happens if the registry suspends the application.
• Penalties on both sides For late handover as well as late payment, set out in writing.
• Ending the contract The grounds on which either side may end it, and how and when money is refunded.
• Language and copies A version you can read, an agreed rule on which text prevails, and a signed copy for each party.

Print this checklist

What does the sale contract do in Georgian law?

The sale contract is the agreement that transfers the property; earlier documents such as a reservation or a preliminary agreement only lead up to it. Under Article 477 of the Civil Code the seller undertakes to transfer title, the documents relating to the property and the property itself, and the buyer undertakes to pay the agreed price and accept the property. A contract to transfer ownership of real property must be in writing (Article 323), and ownership passes to you not on signature but when the registry records your title (Article 183).

In practice, sale contracts are typically signed before a notary, and the registry then completes a standard registration within four working days for GEL 150, according to the Chambers Real Estate 2026 guide for Georgia and the registry's own fee table. The contract you sign is therefore also the document the registry reads, which is why the description of the property in it has to match the extract word for word.

What the Civil Code fills in when the contract is silent

Many clauses that buyers fight over are already answered by the Code. Where the contract says nothing, these default rules apply; where it says something different, the contract usually wins, within the limits the Code sets.

Two of these rules deserve attention. Article 494(2) means that a defect you knew about when you signed is treated as accepted, so a known problem should be written into the contract together with what was agreed about it: a lower price, or the seller's promise to repair by a date. And Article 482 moves the risk of damage to you at transfer, so the handover protocol, signed and dated, is what fixes the moment the flat becomes your responsibility.

Which seller statements belong in writing?

Most of what a seller tells you at a viewing is never repeated in the contract, and what is not in the contract is hard to rely on later. The statements below are the ones that matter most, because each describes something you cannot fully check yourself.

• Nothing else is registered or pending. It ties the seller to the extract on the day of signing and supports a claim for a legal defect under Article 489.
• No court case and no claim by anyone else. Litigation does not always appear on an extract until a court orders a measure.
• No tenant, or only the tenant named. A tenancy can bind you as the new landlord.
• No building work without a permit. An extra room or an enclosed balcony that was never permitted can become your problem.
• No unpaid bills or charges. Utility and building debts are not registered, so the contract is your only protection.

How should the price clause be written?

A good price clause leaves nothing to interpretation. It states one total, says whether VAT is included where the seller sells in a business capacity and is registered for VAT, and names the currency; the Code expresses money obligations in lari but lets the parties agree another currency unless the law forbids it (Article 383). It then splits the total into its destinations: the lender's payoff, any tax that must be cleared, and the balance to the seller. Finally, it links each payment to an event you can verify, ideally the registry's decision recording you as owner. How to hold the money until that moment is compared in our guide to safe payment.

What happens at signing and right after?

On the day, three things should happen in order. First, a fresh extract is compared with the contract, because something may have been registered since the last one you saw. Second, the parties sign, and the payments the contract ties to signing are made, preferably into an escrow or a notary's deposit rather than straight to the seller. Third, the application for registration goes in without delay, so that no later application can rank ahead of yours.

When the registry's decision arrives, read the new extract as carefully as the first one: your name as owner, the same code and area as in the contract, and none of the burdens the contract said would be cleared. Only then should the money held back for the seller be released, and the handover protocol signed if the keys have not changed hands already.

Clauses that should make you stop

• A contract price lower than the money you actually pay. If anything goes wrong, the contract is your evidence of what you paid.
• Payment to an account that belongs to neither the seller nor the seller's lender.
• "Sold as seen, the seller answers for nothing", from a seller who will not answer questions.
• A penalty that binds only you.
• An annex marked "to be agreed later", or a handover with no date.
• A description of the property that differs from the extract in area, floor or code.

Resale or new build: is the contract the same?

For a flat that already exists and is registered, the sale contract is the main document and the checklist above covers it. For a flat still being built, most of the protection sits in the contract signed with the developer long before the final transfer, and that contract needs clauses a resale never does: a delivery date, a specification, commissioning and the developer's lender. Those are set out in our guide to the developer contract and its twelve protective clauses.

Risks and exceptions

• Signing a draft you saw for the first time at the notary's office. There is no time left to change anything.
• Relying on the Code's defaults without knowing them. The seller's draft may have quietly changed them.
• A known defect left out of the contract. Under Article 494(2) it is then treated as accepted.
• No handover protocol. Without it, the moment the risk passed to you is open to argument.

Frequently asked questions

Does the sale contract have to be signed before a notary?

The Civil Code requires written form. In practice most sale contracts are signed before a notary, and some situations, such as acting under a power of attorney issued abroad, require a notarial deed.

When do I become the owner?

When the registry records your title, not when you sign. Until then, the contract gives you a claim against the seller, not ownership.

Who pays for registration?

By default the seller of real property bears the costs of the sale and its registration (Article 479). Many contracts share them differently, so read the clause.

Can the contract be in English?

Bilingual contracts are common. The Georgian side works from the Georgian text, so check that it says what your version says and agree which text prevails.

What if I find a defect after moving in?

The seller remedies it at their cost, and if not you may end the contract or ask for a lower price (Articles 490 to 492), unless you knew of the defect when you signed.

Can the seller stay on after the sale?

Only if the contract says so. Put the move-out date in the contract with a written penalty for every day of delay.

Before the contract comes the agreement that leads to it: see the preliminary agreement. The burdens a contract must deal with are explained in mortgage, seizure and tax lien.

Sources

1. Civil Code of Georgia (Articles 129, 183, 323, 383, 477, 479, 481, 482, 489 to 497), consolidated 25 June 2026, Legislative Herald of Georgia (accessed 12 October 2026)
2. Real Estate 2026: Georgia, MB Legal, updated 7 May 2026, Chambers and Partners (accessed 12 October 2026)
3. Immovable property registration: fees and terms, National Agency of Public Registry (accessed 11 October 2026)

Change log

• 12 October 2026 - Checklist published from the Civil Code's rules on sale, the Chambers 2026 guide and the registry's fee table; being reviewed by the partner lawyer.