Preliminary agreement: the Georgian legal meaning
A preliminary agreement (წინარე ხელშეკრულება) is a contract whose only subject is a promise to conclude another, main contract in the future, such as the sale of a flat, and for real estate it must be made in writing like the main contract itself.
The whole statutory basis is one paragraph, Article 327(3) of the Civil Code of Georgia: "A contract may give rise to the obligation to conclude a future contract. The form stipulated for the contract shall apply to the preliminary contract as well." The Code has no separate chapter on preliminary contracts, so everything else comes from the general rules on contracts. Because Article 323 requires written form for any contract to transfer or acquire an immovable thing, a preliminary agreement for a flat, house or plot is valid only on paper.
Buyers who know a "pre-contract" from home should not assume it works the same way here. In Georgia the preliminary agreement never moves ownership, because Article 183 reserves that for a written sale plus registration, and its force depends on what the text actually obliges each side to do. A usual Georgian heading is "ნასყიდობის წინარე ხელშეკრულება", a preliminary sale agreement, and the clauses worth negotiating are reviewed in our clause-by-clause checklist.
How general contract rules fill a one-paragraph law
Since Article 327(3) says so little, a preliminary agreement borrows its tests from the rest of the Code. Article 327(1) treats a contract as concluded once the parties agree on all essential terms "in the form provided for such agreement". Article 327(2) counts as essential the terms the law treats as essential and any term one party insists on. Put together, a promise to sell that leaves out the price or does not identify the flat risks being no contract at all, however formal it looks.
| Element | Rule | Effect for a property deal |
|---|---|---|
| Duty to sign a future contract | Art. 327(3) | The defining feature |
| Same form as the main contract | Arts. 327(3) and 323 | Writing is compulsory |
| Form as a condition of validity | Arts. 68 and 328(1) | An oral promise has no force |
| Agreement on essential terms | Art. 327(1) and (2) | Price and object must be settled |
| Freedom to mix contract types | Art. 319(1) | Basis for reservation and developer hybrids |
Article 319(1) lets parties conclude contracts "not prescribed by law" as long as they do not contravene it. That freedom is the legal basis for reservation agreements and for developer contracts that combine a promise to sell with an instalment plan. Georgia has no special law on shared participation in construction, so the Civil Code governs these hybrids, a point our guide to the developer contract develops.
The Code follows the same pattern elsewhere. Under Article 525(3), a promise to make a gift binds only if it is in writing, and under Article 525(2) a gift contract for real estate is deemed concluded only on registration. For both gifts and sales, the written promise creates a duty and only the registry moves title.
Putting the promise on the record: two registry tools
A signed preliminary agreement binds only its two parties. If the seller signs a sale with someone else and that buyer registers first, the first buyer may be left with a claim against the seller rather than the flat, because the Law on Public Registry, Article 13(4), ranks applications by time of filing. Georgian law offers two different ways to make the promise visible to everyone, and they are often mixed up.
| Feature | Pre-registration (Art. 12) | Obligation on a future unit (Art. 15-6) |
|---|---|---|
| Purpose | Secures the later registration of a right to existing property | Records a claim to a flat not yet built or registered |
| Needs | Agreement of the parties | Construction documentation |
| Effect | Generally blocks registration of other rights, unless agreed otherwise | Puts the buyer's claim on the public record |
| Fee | GEL 150 (4 working days), GEL 270 (1 day) or GEL 350 (same day); free only in the occupied territories | |
Article 12 of the law opens with the words "To ensure the registration of an immovable property right, such a right may be pre-registered". A pre-registration ends when the secured right is registered, when its term runs out, or by written agreement. Article 15-6 deals with flats in buildings under construction: a unit becomes alienable as a separate object only once registered, and an obligation concerning a future unit can be registered only with the construction documentation. The registry charges its standard fee for either. Whether NAPR will enter a preliminary agreement under Article 12 without a clause in which the owner consents is a question we could not confirm; ask a lawyer to write that consent into the text. Payment schedules for unbuilt flats are covered in our guide to developer instalment plans.
If a party refuses to sign the main contract
The Code gives no special remedy for a broken preliminary agreement, so the general tools apply. Damages for breach come from Article 394, which also lets the injured party set an additional period for performance and then claim damages instead. Article 405 allows termination once that period has passed, and Article 352 requires both sides to return what they received. Money paid as earnest money follows Articles 421 to 423, and an agreed penalty follows Articles 417 to 420, which require it to be in writing and let a court reduce it.
One question matters to every buyer: can a Georgian court order a reluctant seller to sign the sale itself? We could not confirm the answer. A 2014 commentary on Supreme Court practice published with GIZ support may cover it, but we have not reviewed it, and the point needs a lawyer who knows current case law. Until then, treat the money clauses as your main protection. How those clauses are drafted is set out in our guide to reservation and deposit.
How the agreement reads on paper
Expect one of two headings, "წინარე ხელშეკრულება" or "ნასყიდობის წინარე ხელშეკრულება". Developers often use a third form: a contract titled as the sale of a future flat, with an instalment schedule attached. The heading does not decide what the paper is. If the operative clause obliges the parties to sign a sale later, it is a preliminary agreement under Article 327(3), whatever the title says. Look for these elements:
- The deadline by which the main contract must be signed.
- The object: a cadastral code (Order 487, Article 9(1)) for an existing flat, or block, floor and number on an approved plan for one under construction.
- Price and currency of the future sale (Article 383).
- The label on any payment: earnest money or advance, which changes what happens on breach.
- A penalty clause, in writing.
- A duty to register the buyer's right under Article 12 or 15-6 of the registry law.
Worked example: same deposit, two different papers
A foreign buyer agrees to buy a resale flat in Batumi. The seller first has to clear an old bank mortgage, so the parties agree on 1 March that the sale will be signed by 1 April, and the buyer pays a deposit straight away. On 20 March the seller withdraws, having found a buyer who pays more. What the first buyer can recover depends on the paper.
- Version A, a signed written agreement that labels the deposit as earnest money: the form rule is met, so the promise binds. The seller is the party at fault, so under Article 423(2) the seller returns double the deposit, and the buyer may also claim damages.
- Version B, an exchange of messages and a bank transfer only: there is no written agreement, so under Articles 327(3) and 323 the promise fails for form. The buyer cannot insist on the sale or on double the deposit, but can reclaim the money paid as a performance without a valid basis (Article 976).
In Version A, a pre-registration under Article 12 of the registry law would also have generally blocked the second buyer's registration. Without one, the order of filing at the registry decides who ends up with the flat.
Easily confused with the preliminary agreement
| Term | What it is | Key difference |
|---|---|---|
| Sale and purchase agreement | The main contract (Art. 477) | With registration, it transfers ownership (Art. 183) |
| Reservation agreement | A fee or deposit that takes the flat off the market | May or may not oblige anyone to sign the sale |
| Memorandum or protocol of intent | A statement of shared plans | Without a duty to conclude the sale, it falls outside Art. 327(3) |
The last row follows from the wording of Article 327(3) itself; we could not confirm it from case law. A fourth confusion is between the agreement and the registry entry: pre-registration is a record, while the preliminary agreement is the contract that may justify it.
The term in five languages
| Language | Rendering |
|---|---|
| Georgian | წინარე ხელშეკრულება |
| English | preliminary agreement |
| Russian | предварительный договор |
| Hebrew | הסכם מקדמי |
| Arabic | العقد التمهيدي |
Georgian contracts use წინარე ხელშეკრულება, or for a property deal the fuller ნასყიდობის წინარე ხელშეკრულება.
Warning signs in a preliminary agreement
- No date for the main contract: an open-ended promise is hard to enforce.
- No price, or a flat described only as "an apartment in the project": the essential terms may be missing (Article 327(1)).
- A payment with no label: without the words "earnest money", the double-return rule may not apply.
- No duty to register your right: the seller can still sign with someone else first.
- Only messages, no signatures: the written form rule fails.
- Penalties for the buyer only: a one-sided text leaves you with damages claims alone.
To be added by the team: scans to add: the first page of a signed preliminary sale agreement with names and figures blacked out, a developer contract page showing the flat by block, floor and number, and a registry extract showing a pre-registration or preliminary ownership entry. Completed deals only, with written consent.
How to make a preliminary agreement hold
Put it in writing
Signed by both parties, never by messages.
Fix the essentials
Price, currency and an identifiable flat.
Set the deadline
A date for signing the sale.
Label the payment
Earnest money or advance, in words.
Register your right
Pre-registration or a preliminary ownership right.
Sign the main contract
Then register the sale itself.
Frequently asked questions
Is a preliminary agreement binding in Georgia?
Yes, if it is in writing and the parties agreed on all essential terms (Civil Code Article 327).
Must it be notarised?
No. It takes the form of the main contract, which for real estate means writing (Articles 327(3) and 323). A notary is optional; authenticating transactions is one of the notarial acts listed in the Law on Notaries, Article 38.
Does a preliminary agreement make me the owner?
No. Only a sale contract plus registration transfers ownership (Article 183).
What if the seller backs out after taking earnest money?
The seller returns double the amount, and you may also claim damages (Article 423(2)).
Can a court force the seller to sign the sale?
We could not confirm this. Ask a lawyer who follows Supreme Court practice.
Can the promise be recorded in the Public Registry?
Yes, by pre-registration with the parties' agreement (Law on Public Registry Article 12), for GEL 150, 270 or 350 depending on speed.
Is there a special law for off-plan preliminary agreements?
No. Georgia has no shared-construction law, so the Civil Code applies.
Is a reservation the same as a preliminary agreement?
Not always. A reservation may only take the flat off the market without obliging anyone to sign the sale.
Sources
- Civil Code of Georgia, official English translation, consolidated 25 June 2026 (accessed 28 October 2026)
- Law of Georgia on Public Registry, Articles 12, 13 and 15-6 (accessed 28 October 2026)
- Instruction on the Public Registry, Order 487 of the Minister of Justice, 2019
- Law of Georgia on Notaries (accessed 28 October 2026)
- Immovable property registration fees, National Agency of Public Registry
- Buying property in a new development in Georgia, Just Advisors, 15 April 2025
- Real Estate 2026: Georgia, Chambers and Partners practice guide
- Commentary on civil law norms in Supreme Court practice, GIZ, 2014 (not reviewed)
Change log
- - Glossary entry published from the Civil Code of Georgia, the Law on Public Registry, Order 487, the Law on Notaries, NAPR, Just Advisors and Chambers and Partners.