Resale: when a flat, or a contract for one, changes hands a second time
A resale (მეორადი გაყიდვა) is the sale of a flat by someone other than its developer: either the ordinary sale of a flat already registered to the seller, or, before the building is finished, the transfer of the first buyer's contractual claim to the future flat to a new buyer.
The word is market language: it appears in neither the Civil Code, the Tax Code nor the Law on the Public Registry. For a registered flat, Civil Code Art. 183(1) requires a written transaction and registration of the buyer's ownership, and Art. 208 repeats this for a unit in a multi-unit building. Before completion there is usually no registered unit to pass on, so what changes hands is a claim: მოთხოვნის დათმობა, assignment of a claim (Art. 199), with any unpaid price moving by ვალის გადაკისრება, debt assumption (Art. 203).
Abroad, "resale" usually just means a second-hand home. In Georgia a private advert for a flat "under construction" is often a contract, and the buyer steps into someone else's deal with the developer. Tax splits the same way under Public Ruling No 143 of 14 May 2026.
Registered flat or off-plan contract: the two legal shapes
| Point | Registered flat | Off-plan contract |
|---|---|---|
| What is sold | Ownership of a registered unit | The first buyer's claim against the developer to receive a unit |
| Main articles | Civil Code Arts. 183(1), 208, 323 | Arts. 198 to 202 (claim), 203 to 206 (unpaid price) |
| Developer's consent | Not involved | Not for the claim, unless validly excluded; yes for the debt |
| Buyer becomes owner | On registration | On his own registration, usually after completion (an unfinished unit can be registered too, Registry Law Art. 15-6(1)) |
| Seller's tax, individual | 5% within 2 years, then exempt (Tax Code Arts. 81(3), 82(1)(f.a)) | General rule, 20% (Ruling 143, point 4), unless an exemption or point 5 applies |
| In NAPR-based statistics | Counted | Not counted |
The registered route is a sale and purchase agreement filed with the National Agency of Public Registry (NAPR). A let flat stays let: the buyer takes the landlord's place (Art. 209). The off-plan route has three parties, because the developer still owes the flat.
Assigning an off-plan contract: Civil Code Arts. 198 to 206
Under Art. 199(1) the holder of a claim "შეუძლია მოვალის თანხმობის გარეშე მოთხოვნა მესამე პირს დაუთმოს", may assign it without the debtor's consent, unless this contradicts the nature of the obligation, an agreement with the debtor or the law. A ban agreed with the debtor, here the developer, is allowed only if it has a "პატივსადები ინტერესი", a legitimate interest.
| Article | Rule | For a contract resale |
|---|---|---|
| 198 | The claim passes in the same condition; the old holder hands over all papers and, on request, a certified assignment document, at the new holder's cost | Its limits and penalty terms come with it |
| 200 | Until notified, the debtor may perform to the original holder | Notify the developer at once |
| 201 | Securities pass with the claim; the debtor keeps the defences it had when told of the assignment | The first buyer's arrears can be raised against you |
| 202 | Assigned twice: the earlier deal wins, or else the one notified first | A double sale leaves a race |
| 204 | A debt transfer agreed with the debtor is valid only with the creditor's consent | Instalments move only if the developer agrees |
A part-paid contract needs both halves: the claim, which passes without the developer, and the debt, which does not. Whether the assignment must be notarised, these articles do not say; we could not confirm it.
What the Public Registry shows before and after completion
Under Art. 12 of the Law on the Public Registry, a right can be registered preliminarily on the parties' contract. While it stands, no other right to the property can be registered on the basis of a transaction, unless the parties agreed otherwise (12(2)). It ends on registration of the secured right, expiry of a set term, written agreement, or registration of someone else's ownership under the law (12(4)). NAPR charges it as a registration of a right: GEL 150, 270 or 350 by speed, free only in the occupied territories.
When a contract carrying a preliminary registration is resold, the first buyer's entry has to be ended or transferred; whether NAPR does this in one step we could not confirm. A registry extract of the plot shows whose entry is there.
Tax on a resale: a home, or only a right to one
For a registered home the 2-year clock runs from the date the ownership document used for registration was drawn up (Tax Code Art. 82(4)(a.a)), so an off-plan buyer's clock usually starts with the document on which his own ownership is registered, not the first payment. How it applies when the developer contract is itself a sale of a future unit, we could not confirm; ask an accountant.
A contract resale is taxed differently. Point 4 of Ruling 143 reads: "წინარე ხელშეკრულებით მიღებული უძრავი ქონების შეძენის უფლების გასხვისება, ქონებრივი უფლების მიწოდებად განიხილება", alienating a right to acquire property under a preliminary contract is the supply of a property right. The gain then falls under the general rule, 20% (Art. 81(1)), unless the Art. 82(1)(f.c) exemption applies: held more than 2 years and not used in economic activity. Point 5 pulls the other way: an unfinished unit still counts as a home when its design and purpose make it residential and the buyer gets every basic right needed to live there. Where one contract falls between the two points is not settled in anything we found.
On either route the return and payment are due by the 15th of the month after the sale (return, Art. 153(12); payment, Art. 62(2)), on form II-04-2.
The legal guide on korter.ge says the seller's tax applies "only to tax residents of Georgia". We do not share that reading: Arts. 81(3) and 82(1)(f) speak of natural persons, and Instruction No 996 names non-residents in the monthly return rule. See tax resident and capital gains tax.
How often flats are resold: the Batumi pattern
Galt & Taggart's "Real Estate Trends in Batumi" (October 2025, p. 13) states: "c. 30% of apartments sold on the primary market are resold on the secondary market within the next 2 years". Whether assigned contracts are included, we could not confirm, and no official count of them exists. The agency Sea Inside wrote (29 November 2025, updated 7 January 2026) that "Batumi also has an active assignment (cession) market", without data.
A contract reseller competes with the developer. In Galt & Taggart's 2Q26 developer survey, covering 30+ projects, the share of units already sold was 74% in projects due in 2026, 60% for 2027 and 55% for 2028 and 2029.
The papers behind each kind of resale
A registered resale leaves a short file: a written sale contract, ნასყიდობის ხელშეკრულება, with certified signatures; two extracts, before and after; and the Registry's notice to the seller about the tax return. A contract resale has more, none of it standard:
- a contract of assignment, მოთხოვნის დათმობის ხელშეკრულება, between the two buyers (Art. 199(2));
- the developer's written consent to the debt assumption, if instalments remain (Art. 204);
- written notice to the developer (Art. 200) and the certified assignment document (Art. 198(3));
- the original contract with annexes, and the payment record.
We found no published developer assignment clause or fee. Our developer contract guide covers the transfer clause to ask for. On ss.ge and myhome.ge there is no assignment field: contract resales look like ordinary adverts marked "under construction", so an advert cannot show who is selling.
Worked example: the same GEL 20,000 gain on three kinds of paper
The Ministry of Finance's example uses a purchase price of GEL 100,000 and a sale price of GEL 120,000. Keep both and an individual seller; change only what is sold.
| What is sold | Rule | Held 2 years or less | Held more than 2 years |
|---|---|---|---|
| Registered flat | Art. 81(3); Art. 82(1)(f.a) | GEL 1,000 | GEL 0 |
| Preliminary-contract right | Ruling 143 point 4; Art. 81(1); Art. 82(1)(f.c) | GEL 4,000 | GEL 0 if not used in economic activity |
| Unit under construction with all basic residential rights | Ruling 143 point 5 | GEL 1,000, if point 5 applies | GEL 0, if point 5 applies |
On a quick resale the first two rows differ by GEL 3,000. Whether a contract gives "all basic rights" is for an accountant to judge before you sign. Batumi's registered quick resales by individuals fall in the GEL 1,000 cell of the first row.
Resale beside the secondary market, debt assumption and flipping
| Term | Difference from a resale |
|---|---|
| Secondary market | A statistical segment counted from NAPR registrations; assigned contracts are missing from it |
| Debt assumption (ვალის გადაკისრება) | Taking over the instalments (Art. 203); needs the developer's consent, the claim does not |
| Pre-sale | The developer's own sale before completion, a primary sale |
| Flipping (გადაყიდვა) | A quick resale for profit; done systematically, it can make the seller a business (Ruling 175) |
The term in five languages
| Language | Resale | Assignment of a claim |
|---|---|---|
| Georgian | მეორადი გაყიდვა | მოთხოვნის დათმობა |
| English | resale | assignment of a claim |
| Russian | перепродажа | уступка требования |
| Hebrew | מכירה חוזרת | המחאת זכות |
| Arabic | إعادة البيع | حوالة الحق |
No Georgian statute uses მეორადი გაყიდვა: a registered resale is signed as a ნასყიდობის ხელშეკრულება, and a contract resale takes the Code's own heading, მოთხოვნის დათმობა.
Warning signs in a resale offer
- A private seller of a flat "under construction". You are buying a claim; ask for the contract and payment record.
- A clause banning assignment. Valid only with a legitimate developer interest (Art. 199(1)); expect a dispute.
- Unpaid instalments, no developer signature. The debt stays put (Art. 204), and arrears can be raised against you (Art. 201(2)).
- A seller who refuses a certified assignment document. Art. 198(3) entitles you to one.
- "Tax applies only to residents". Not under our reading; non-residents file by the 15th too.
To be added by the team: add a redacted assignment contract, a developer's written consent to a debt assumption, and a plot extract showing a preliminary registration.
How to buy an off-plan flat on resale
Identify what is sold
A registered flat or a developer contract.
Read the original contract
Look for an assignment ban, fees and penalties.
Check payments and the registry
Receipts, arrears and any preliminary registration.
Get the developer's consent
In writing, if any instalments remain.
Sign the assignment
Ask for the certified document under Art. 198(3).
Notify the developer
In writing, the same day.
Frequently asked questions
Is "resale" a legal term in Georgia?
No. The Civil Code speaks of sale and, before completion, of assignment of a claim (Art. 199).
Can I resell an off-plan flat before completion?
Yes, by assigning your claim, without the developer's consent unless validly excluded.
Can the developer ban resale?
Only by an agreed term backed by its legitimate interest (Art. 199(1)).
Does the new buyer take over my instalments?
Only with the developer's consent (Art. 204).
What tax does a contract resale carry?
Ruling 143 treats it as a property right: 20% of the gain, unless an exemption or point 5 applies.
And a registered flat?
5% of the gain within 2 years; exempt after more than 2 years (Arts. 81(3), 82(1)(f.a)).
When is the return due?
By the 15th of the month after the sale, with payment (Art. 153(12)).
Do non-residents pay?
Yes, under our reading of the Tax Code; the rules are written for natural persons.
Sources
- Civil Code of Georgia, Arts. 183, 198 to 206, 208, 209, 323 and 327, current Georgian text, Matsne (accessed 2 November 2026)
- Law on the Public Registry, Arts. 12 and 15-6, Matsne (accessed 2 November 2026)
- Tax Code of Georgia, Arts. 81, 82 and 153, Matsne
- Public Ruling No 143, Ministry of Finance, 14 May 2026, points 4 and 5 (accessed 2 November 2026)
- Public Ruling No 175, Ministry of Finance, 8 June 2026, amending No 143
- Immovable property registration fees, National Agency of Public Registry
- Real Estate Trends in Batumi, Galt & Taggart, October 2025, p. 13 (accessed 2 November 2026)
- Batumi residential market, Q2 2026, Galt & Taggart, 14 August 2026
- Legal guide, korter.ge, undated (accessed 2 November 2026)
- Off-plan properties in Batumi, Sea Inside, 29 November 2025, updated 7 January 2026 (accessed 2 November 2026)
Change log
- - Glossary entry published from the Civil Code, the Law on the Public Registry, the Tax Code, Public Rulings No 143 and 175, NAPR, Galt & Taggart, korter.ge and Sea Inside.