The preliminary sale agreement in Georgia: a clause-by-clause checklist

The checklist: what a preliminary agreement should contain

Tick each item against the draft you have been given. Each line has a short reason; the sections below the list explain the rules behind them. The ticks are saved only in your browser, so you can come back to the list with a second draft.

• Written form, signed by both parties The Civil Code requires written form for a contract to transfer or acquire ownership of real property, and the same form for the preliminary contract.
• The parties identified exactly Names as in passports or the company register; for a company, who signs and on what authority.
• The property by cadastral code With address, area and floor; for an unfinished unit, the building permit and the unit's number on the floor plan.
• The price and its currency Stated once, in one currency, with any exchange-rate rule if payments are made in another.
• The payment schedule and route Amounts, dates and the account each payment goes to, tied to stages or to registration.
• The deadline for the main contract The date by which the sale contract must be signed, and what happens if it is not.
• Conditions to be met first For example: a mortgage released, a co-owner's consent obtained, the unit registered after commissioning.
• What has been paid already Earnest money or an advance, named as such, and how it is credited.
• Penalties, in writing For late completion or failure to sign the main contract; written and proportionate.
• Who pays registration and other costs Without a clause, the Civil Code puts the costs of executing and registering the sale on the seller.
• Condition at handover What is included, the finishing level, and what the seller repairs before handover.
• Your right to withdraw The reasons for which you may end the agreement and recover what you paid.

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What is a preliminary agreement in Georgian law?

Article 327(3) of the Civil Code says that a contract may give rise to an obligation to conclude a future contract. That is the preliminary agreement: a binding contract in which the seller undertakes to sell and the buyer to buy, on terms already agreed, at a later date. It is used when the sale cannot be completed now: the seller must first clear a mortgage, a co-owner's consent must be obtained, the buyer is arranging funds, or the apartment is still being built and does not yet exist as a registered unit.

Two rules shape it. Under Article 327(1), a contract is concluded when the parties agree on all its essential terms in the required form; essential terms, under Article 327(2), are those the law requires and those on which either party insists. And under Article 327(3), the form required for the main contract applies to the preliminary one too. Because Article 323 requires a contract to transfer or acquire ownership of real property to be in writing, a preliminary agreement for an apartment must be in writing as well. An exchange of messages that never became a signed document is weak ground for either side.

Which clauses protect you, and which rules stand behind them?

The penalty rules deserve a closer look. A penalty clause is the main lever a buyer has over a developer's delivery date, so a draft without one, or with a penalty that applies only to the buyer, is a weak draft. At the same time, Article 420 lets a court cut a penalty it finds disproportionately high, so an extreme figure is not the protection it seems. A proportionate daily or monthly penalty for late delivery, stated in writing, is usually the more useful clause.

What changes for an apartment under construction?

For an apartment that is still being built, the preliminary agreement does most of the work of the purchase, often for years. Four additions matter. The unit has to be identified by the construction permit, the building and the floor plan, because it has no cadastral code of its own yet. The payment schedule should follow construction stages that can be verified, not calendar dates alone. The agreement should oblige the developer to register a preliminary ownership right in your name; the Public Registry enters it for its standard fee, GEL 150 in four working days, which puts your claim on the public record. And the delivery clause should name a date, a penalty for delay and your right to withdraw and recover your payments if the delay becomes long. The building may not be used before the commissioning act, so the agreement should also say when, after commissioning, the developer registers the unit to you.

How does it differ from a reservation and from the sale contract?

Our page on reservations and deposits covers the first document in detail.

Five questions to ask before you sign

1. Who exactly is selling?

   Ask for the registry extract and compare the owner's name with the signatory. For a company, ask who may sign for it and see the document that says so.

2. What stands between today and the sale?

   A mortgage, a co-owner, a tenant, an unfinished building: each needs a condition in the agreement and a date.

3. What happens to my money if the sale does not happen?

   The agreement should answer this for every reason the sale might fail, not only for your own default.

4. What happens if the seller is late?

   A written penalty for delay and a right to withdraw after an additional period are the usual answers.

5. Which version of the text is binding?

   If the agreement exists in two languages, it should say which one prevails.

If any answer is "we will sort that out later", the clause is missing. Ask for it in the draft before you sign, because after signature every change needs the other side's agreement.

Risks and exceptions

• An unsigned or oral agreement. The law requires written form; without it, your rights depend on proving what was agreed.
• No deadline for the main contract. An open-ended obligation is hard to enforce and easy to delay.
• Penalties for one side only. A balanced agreement puts consequences on the seller's delays as well as the buyer's.
• Payments that run ahead of the stages. Pay against what is built and documented, not against dates alone.
• An unregistered off-plan claim. Without a registered preliminary right, your contract is not on the public record.

Frequently asked questions

Does a preliminary agreement need a notary?

The Civil Code requires written form. A notary is not required by that rule, but when you act through a power of attorney from abroad, a Georgian notary certifies the deal, and a notary can be useful in any case.

Can I force the seller to sign the main contract?

The preliminary agreement creates an obligation to conclude the future contract. How it is enforced in a given case, and what you can claim instead, is a question for a lawyer with the agreement in hand.

Is the price in dollars valid?

Under the Civil Code money debts are stated in lari, yet the parties may agree on a foreign currency where no law forbids it. Write the currency and any conversion rule clearly.

Who pays the registration fee?

Whoever the contract says. If it says nothing, the Civil Code puts the costs of executing and registering the sale of real property on the seller.

Can the developer change the floor plan after I sign?

Only as the agreement allows. Attach the floor plan and the specification and require your written consent for changes.

What if the main contract is never signed?

It depends on why. If the seller is at fault, the agreement's penalties, the earnest money rules and damages are the tools; if you withdraw for a reason the agreement accepts, your payments are returned as it provides.

When the agreement is signed, the next question is how to pay safely. For an independent review of a draft, see our legal due diligence service.

Sources

1. Civil Code of Georgia (Articles 323, 327, 328, 352, 383, 405, 417 to 423, 479, 488 and 489), consolidated 25 June 2026, Legislative Herald of Georgia (accessed 12 October 2026)
2. Immovable property registration: fees and terms, National Agency of Public Registry (accessed 11 October 2026)
3. Spatial Planning, Architectural and Construction Activities Code of Georgia (Article 139.1), consolidated 25 June 2026, Legislative Herald of Georgia (accessed 12 October 2026)
4. New notary requirements for transactions subject to public registration in Georgia, Revera Legal (accessed 12 October 2026)

Change log

• 12 October 2026 - Checklist published from the Civil Code's rules on contract formation, penalties, earnest money and costs; being reviewed by the partner lawyer.