What "sale and purchase agreement" means in Georgian law
A sale and purchase agreement (ნასყიდობის ხელშეკრულება) is the written contract in which the seller undertakes to transfer title to a property, hand over its documents and deliver it, and the buyer undertakes to pay the agreed price and take the property.
The legal basis is Article 477 of the Civil Code of Georgia, whose official English text reads: "Under a contract of sale, the seller shall transfer to the buyer the title to the property and the documents relating to it and deliver the goods." Article 323 requires written form for any contract to transfer land, a house or a flat, and Articles 68 and 328(1) make that form a condition of validity, so an oral deal for real estate never enters into force.
The Code says "contract of sale"; in English the same document is also called a sale and purchase agreement or a sale contract, the name used in our guide to the clauses to insist on. A less known rule, Article 477(3), lets the parties agree on a method for fixing the price when the contract states no figure.
Where the phrase abroad often means a promise signed before a separate transfer deed, Georgia normally has no second deed: the signed sale contract itself is filed with the National Agency of Public Registry (NAPR) and serves as the basis of registration. A promise to sign later is a preliminary agreement.
Signing is not owning: when title actually moves
The contract creates duties, not ownership. Article 183 says that to acquire an immovable thing "the transaction shall be made in writing and the acquirer's ownership right shall be registered in the Public Register." Article 208 repeats the rule for flats. Until the registry records the buyer, the seller remains the owner, even after payment and handover.
The Law on Public Registry governs that gap. Article 13(4) ranks applications by the time of filing, and registered data are public and presumed accurate (Articles 5 and 6(1)), so third parties rely on the record, not on a paper in a drawer.
| Moment | Legal effect | Rule |
|---|---|---|
| Both parties sign | Duties to transfer and to pay arise | Art. 477 |
| Application filed at the registry | Fixes the buyer's place in the queue | Law on Public Registry Art. 13(4) |
| Registration decision | Buyer becomes owner | Arts. 183 and 208 |
| Physical handover | Risk of accidental loss passes to the buyer | Art. 482(1) |
Registering the new owner costs GEL 150 (4 working days), GEL 270 (1 working day) or GEL 350 (same day), according to NAPR. Article 479 puts these costs on the seller unless the contract says otherwise. Other registry charges are on our page about registry fees and times.
Form rules: paper, signatures and where a notary fits
Written form is compulsory; notarial form is not. Article 69(3) says the signatures of the parties "shall be sufficient", and Article 69(5) calls for certification by a notary or other authorised person only where the law or the parties require it. Under Article 311-1(2), signing at the registration authority before an authorised official also makes the contract valid without a notary, as at a Public Service Hall.
If the parties do choose a notary, the act is performed in Georgian, with an interpreter for a party who does not speak it (Law on Notaries, Article 6). The tariff follows value bands in Government Resolution 507, Article 23, capped at GEL 10,000; our page on the notary in property deals works through them.
| Route | Legal basis | Open to foreigners? |
|---|---|---|
| Signing before a registry official | Civil Code Art. 311-1(2) | Yes |
| Signatures certified by a notary | Civil Code Art. 69(5); Law on Notaries | Yes |
| Video signing at the registry | Order 487 Art. 58-1, until 1 January 2028 | Only with a permanent residence permit; also open to Georgian citizens |
| NAPR "Smart Contract", fully online | NAPR rules | No |
Smart Contract registers a sale or a mortgage remotely, with optional escrow at GEL 35, but only for holders of a Georgian ID card or passport. Buyers without one sign on paper, in person or through a power of attorney. Order 487, Article 57, adds a language rule: for a party without Georgian, a translation of the deal into the state language goes into the file. With a two-column text, ask which version prevails.
Price, currency, tax and the tenant who comes with the flat
Article 56(1) of the Civil Code makes void a transaction "made only for the sake of appearances", and Article 56(2) applies the rules of any deal hidden behind it. A contract showing less than the money actually paid falls into that zone, and in a dispute the written figure may be set aside.
Article 383 expresses money obligations in lari but allows a foreign currency unless a law forbids it; see paying in dollars or in lari. There is no separate transfer tax or stamp duty. VAT at 18% applies only when the seller is VAT-registered and sells in a business capacity; check with an accountant when buying from a company.
Two default rules travel with every sale. Under Article 209 the buyer of a rented flat "shall take the place of the landlord". Under Article 489(2) a non-existent right registered in the Public Register is a legal defect. The other gap-filling rules are tabled in our sale contract guide.
TBC Capital, using NAPR data, counted about 78,500 real estate transactions in Georgia in 2025, up 6%. That covers all transaction types, not sale contracts alone.
Reading the document: title, parties, object, price
No statute prescribes a template or heading. "უძრავი ნივთის ნასყიდობის ხელშეკრულება" (contract of sale of an immovable thing) is a common title, but the registry looks at content, not the heading. A Georgian property sale normally carries these fields:
- Parties: names with personal numbers or passport data, under the identification rules of Order 487.
- Object: address and cadastral code, the unique identifier under Order 487, Article 9(1).
- Price: figure, currency and payment terms (Articles 477 and 383).
- Burdens: the seller's statement on mortgages, seizures and other rights (Article 489).
- Handover: the date the property passes, which moves the risk (Article 482(1)).
- Costs: who pays registration and any notary (Article 479).
- Signatures and translation: both parties or their attorneys, plus a Georgian copy where needed (Order 487, Article 57).
After registration the new registry extract names the contract as the basis of ownership (Order 487, Article 6(4)); our guide to reading an extract line by line shows where.
Worked example: a Monday signature, a Thursday owner
A buyer who does not read Georgian buys a resale flat in Tbilisi. On a Monday, buyer and seller sign at a Public Service Hall before the registry official, attach a Georgian copy and file on the standard service (GEL 150, up to 4 working days). In this illustration the decision issues on Thursday.
- Monday, signing: the contract is valid (Articles 323 and 311-1(2)), but the seller still owns the flat.
- Monday, filing: the time stamp puts the buyer ahead of any later application on the same flat (Law on Public Registry, Article 13(4)).
- Tuesday, keys: with early handover, the risk of accidental damage, say a burst pipe, passes to the buyer (Article 482(1)) before title does.
- Thursday, decision: the buyer becomes owner (Article 183).
Money released on Monday goes to someone who stays the owner for three more days. Compare escrow and staged payment in our guide to safe payment, and the procedure in registering a purchase step by step.
Easily confused: three documents that are not a sale
| Document | What it does | Can it make the buyer owner? |
|---|---|---|
| Sale and purchase agreement (Art. 477) | Obliges the seller to transfer and the buyer to pay | Yes, once registered (Art. 183) |
| Preliminary agreement (Art. 327(3)) | Obliges the parties to sign the sale later | No |
| Gift (Arts. 524 to 525) | Transfers property without payment | Yes, deemed concluded on registration (Art. 525(2)), but taxed differently |
| Handover protocol (მიღება-ჩაბარების აქტი) | Records physical delivery and the condition of the property | No, it evidences delivery only |
An earnest money receipt (ბე, Articles 421 to 423) is only a sign that a contract was concluded; see reservation and deposit. A developer contract for an unbuilt flat is usually a sale of a future thing or a preliminary agreement with instalments, since Georgia has no shared-construction law (developer contract). Gift tax is covered in inheritance and gift tax.
The term in five languages
| Language | Term |
|---|---|
| Georgian | ნასყიდობის ხელშეკრულება |
| English | sale and purchase agreement (contract of sale) |
| Russian | договор купли-продажи |
| Hebrew | חוזה מכר |
| Arabic | عقد البيع |
Georgian contracts use ნასყიდობის ხელშეკრულება, the Civil Code's own term, often as "უძრავი ნივთის ნასყიდობის ხელშეკრულება" for real estate.
Mistakes and warning signs around the sale contract
- Treating the signature as the finish line: until registration the seller still owns the flat; check the record again on signing day.
- A price below the real one: Article 56 can turn the written figure into a sham.
- A flat described only by its number: without the cadastral code the object may not match the record.
- Silence on burdens: no written seller statement leaves you with the Code's default rules alone.
- An English-only text: a missing Georgian copy can stall the application.
- Planning to sign online: Smart Contract is closed to foreigners without a Georgian ID card or passport.
- Mistaking a "preliminary" text for the sale: it does not transfer the flat, and a second contract will follow.
To be added by the team: scans to add: page 1 of a signed Georgian sale contract with names, personal numbers and price blacked out, a bilingual two-column page, and the extract line citing a sale contract as the basis of ownership. Use completed deals only, with written consent.
How to get from draft sale contract to registered owner
Get the draft early
In Georgian and a language you read.
Match the object
Cadastral code and address against a fresh extract.
Check the price clause
Real figure, currency and payment dates.
Choose how to sign
Registry official, notary or attorney.
File the same day
Secure your place in the queue.
Collect the new extract
Your name, with the contract as basis.
Frequently asked questions
Is a sale and purchase agreement the same as a contract of sale?
Yes. The Civil Code calls it a contract of sale (Article 477).
Must a property sale contract in Georgia be notarised?
No. It must be written (Article 323), and the parties' signatures are enough (Article 69(3)).
When does the buyer become the owner?
On registration in the Public Registry, not on signing (Articles 183 and 208).
Can a foreigner sign the sale contract online?
Not through Smart Contract, which needs a Georgian ID card or passport. Registry video signing is for citizens and permanent residents, until 1 January 2028.
Can the contract be only in English?
Registry deals are drafted in the state language; for a party who does not know it, a translated copy is attached (Order 487, Article 57).
Who pays the registration fee?
The seller, unless the contract says otherwise (Article 479). It is GEL 150, 270 or 350 by speed.
Is there a transfer tax on a property sale?
No separate transfer tax or stamp duty. VAT at 18% applies only if the seller is VAT-registered and sells in a business capacity.
What happens to a tenant when a rented flat is sold?
The buyer takes the landlord's place in the lease (Article 209).
Sources
- Civil Code of Georgia, official English translation, consolidated 25 June 2026 (accessed 28 October 2026)
- Law of Georgia on Public Registry, Articles 5, 6 and 13 (accessed 28 October 2026)
- Instruction on the Public Registry, Order 487 of the Minister of Justice, 31 December 2019, Articles 6, 9, 57 and 58-1 (accessed 28 October 2026)
- Immovable property registration fees, National Agency of Public Registry
- Smart Contract: frequently asked questions, National Agency of Public Registry
- Law of Georgia on Notaries, Article 6 (accessed 28 October 2026)
- Government Resolution 507 on notarial fees, Article 23
- Real Estate 2026: Georgia, Chambers and Partners practice guide
- Buying property in a new development in Georgia, Just Advisors, 15 April 2025
- Georgia's real estate market grows 6% in 2025, Georgia Today, citing TBC Capital and NAPR data (accessed 28 October 2026)
Change log
- - Glossary entry published from the Civil Code of Georgia, the Law on Public Registry, Order 487, the Law on Notaries, Government Resolution 507, NAPR, Chambers and Partners, Just Advisors and Georgia Today.