The twelve clauses on one table
| No | Clause | What to ask for |
|---|---|---|
| 1 | Developer, land and permit | Who builds, who owns the land, and the permit's number and stage |
| 2 | The unit | Block, floor and number on an approved floor plan attached to the contract |
| 3 | Area | The measuring method, a tolerance and a price adjustment in both directions |
| 4 | Specification | An annex listing the finishing level, materials and common areas |
| 5 | Price | A fixed total, VAT treatment and currency |
| 6 | Payment schedule | Instalments tied to stages you can verify, to a named account |
| 7 | Preliminary ownership | The developer's duty to register it in your name |
| 8 | Delivery and delay | A firm date and a written penalty for every month of delay |
| 9 | Commissioning and registration | Deadlines for the commissioning act and for registering you as owner |
| 10 | The developer's lender | Release of your unit from any project mortgage |
| 11 | Handover and defects | A protocol, a repair period and a warranty |
| 12 | Exit and assignment | Your right to end the contract with a refund, and to transfer it |
Why does the contract carry so much weight?
Because in Georgia there is little else. The country has no special law on shared participation in construction of the kind some neighbouring countries have; relations between a developer and a buyer are governed by the Civil Code and general legislation, with the Spatial Planning Code covering permits and commissioning (Just Advisors, April 2025). There is no statutory penalty for a developer's delay either, so a penalty exists only if the contract creates one. The Chambers Real Estate 2026 guide for Georgia describes no statutory off-plan or escrow regime, and notes that residential projects are usually funded by buyers' instalments together with bank construction finance.
The consumer protection law is not a safety net to count on: it defines goods as movable things (Article 4(l)), and whether its rules reach a contract for an unfinished flat is a question for a lawyer. In practice, what the contract says is what you have. How to check the developer before you get this far is covered in our guide on how to check a developer.
Clauses 1 to 4: what exactly you are buying
1. The developer, the land and the permit
The contract should name the company that builds and sells, its registration number and who signs for it. If the land belongs to someone else, for example a landowner who contributed the plot in exchange for flats, that owner's role and consent should be visible in the documents. The construction permit is cited by number and stage: the Spatial Planning Code issues permits in stages (Article 101), and a permit's validity follows the construction organisation project (Article 111).
2. The unit, identified before it exists
A flat that is not yet built has no cadastral code of its own. The contract therefore identifies it by block, floor and number on the approved floor plan, and the plan is attached and signed. Once the building is registered, the unit receives its code, and the contract should say that the code will be added to every later document.
3. The area and how it is measured
"Approximately 85 square metres" is not a clause. Ask for the design area, the method used to measure it (with or without balconies and walls), a tolerance, and a price adjustment in both directions if the measured area at handover differs by more than the tolerance.
4. The specification annex
The finishing level, often described in the market as black, white or green frame, means different things to different developers. The annex should define it item by item: walls, floors, windows, doors, heating, electrical and water installations, lifts, entrance, facade, landscaping and parking. A brochure is not part of the contract unless the contract says so.
Clauses 5 to 7: price, payments and your place on the register
5. The price, VAT and currency
The contract should state one fixed total. If the developer sells as a VAT-registered business, the price should say whether the 18% VAT is included. Money obligations are expressed in lari under Article 383 of the Civil Code, but the parties may agree another currency unless the law forbids it; whichever is chosen, any exchange-rate rule is written down. An indexation clause that lets the developer raise the price later deserves a hard look and, at least, a cap.
6. A payment schedule tied to stages
Instalments should follow stages you or your lawyer can verify, such as the frame completed, the roof closed or the commissioning act issued, rather than calendar dates alone. Each payment goes to a named account of the developer, or through an escrow where the bank offers one; one bank, for example, charges 0.2% with a minimum of GEL 100 for its escrow service. Label each payment as an advance or as earnest money, because earnest money is lost by a buyer who breaks the deal and returned double by a seller who does (Articles 421 to 423).
7. A preliminary ownership right in your name
The developer should undertake to register a preliminary ownership right to your unit, which the Public Registry records within four working days for the standard GEL 150 fee. Registration puts your claim on the public record, and priority follows the time an application is filed (Law on the Public Registry, Article 13(4)), so the clause should give a short deadline after signing.
Clauses 8 to 10: completion, commissioning and the bank
8. A delivery date with a penalty
A firm date, not "planned completion". A penalty for each month of delay must be written (Article 418) and proportionate, because a court may cut a disproportionate one (Article 420). Events that extend the deadline, such as force majeure, should be defined narrowly and proved by the developer, not left open.
9. Commissioning and registration of your ownership
Until the commissioning act is issued, nobody may use the building, and it may not be connected to permanent electricity or gas (Spatial Planning Code, Article 139.1). After completion, ownership of a unit is registered on the commissioning document (Law on the Public Registry, Article 156). The contract should therefore set a deadline for the commissioning act and another for registering you as owner, with the costs allocated. If the permit expires before the building is finished, the developer must apply for a new one (Spatial Planning Code, Article 112(1)); the contract should say what that means for your dates.
10. The developer's lender
Where a bank finances construction, the land or the building is often mortgaged to it, and a mortgage over several properties lets the creditor satisfy its claim from any of them (Civil Code, Article 287). Ask whether a project mortgage exists, and insist on a clause, ideally with the bank's written consent, that your unit is released from it no later than your registration as owner.
Clauses 11 and 12: after handover, and the way out
11. Handover and defects
A handover protocol lists the defects found on inspection and a period within which the developer repairs them at its own cost, as the Code's default requires of any seller (Article 490). A warranty period for the building's main elements is worth asking for. An exclusion of liability is void where a defect was concealed on purpose (Article 497), and contractual claims about real property can be brought within six years (Article 129(1)).
12. Your exit, and your right to assign
The contract should list the events that let you end it: delay beyond a stated number of months, construction stopped for a stated period, or a permit lost and not replaced. Under Article 405 a party may end a contract after an additional period it set for performance has passed, and what was received is then returned (Article 352). Add a refund deadline, the penalty on top, and your right to transfer the contract to another buyer before completion, with any developer fee for that stated in advance.
Also worth agreeing
- Building management. Who manages the building after handover, at what fee, and when the owners' association takes over.
- Parking and storage. Sold with the flat or separately, each with its own number and, later, its own code.
- Connection charges. Whether utility connections are included in the price or charged at handover.
- Changes to the project. No change to your unit, its area or its view-defining features without your written consent.
Wording that weakens the twelve
- "Delivery is planned for" instead of "the developer shall deliver by".
- "The developer may amend the design at its discretion."
- A penalty for late payment by you and none for late delivery.
- An area described as "approximate", with no adjustment.
- A refund "after the unit is resold to another buyer".
- Payments to the personal account of a director or an agent.
Risks and exceptions
- Signing the developer's standard form unchanged. It was written to protect the developer.
- No preliminary ownership registration. Your claim stays off the public record.
- A project mortgage nobody mentioned. Ask the question in writing.
- Paying ahead of the schedule. Money paid early buys you nothing but risk.
Frequently asked questions
Is there a special law protecting off-plan buyers in Georgia?
No. Relations with a developer are governed by the Civil Code and general legislation, so the protection you have is mostly what your contract says.
What is a preliminary ownership right?
A registered right to a unit that is still being built. The Public Registry records it for its standard fee, GEL 150 in four working days.
What can I do if the developer is late?
Claim the penalty the contract sets. If the delay continues past an additional period you fix, you may end the contract and recover what you paid (Articles 405 and 352).
Can I move in before the commissioning act?
No. The Spatial Planning Code forbids using a building before its commissioning act and supplying it with permanent electricity and gas.
What if the construction permit expires?
The developer has to apply for a new permit. Your contract should say whether that extends the delivery date and what happens if no new permit is issued.
Can I sell my unit before the building is finished?
Only as far as the contract allows. Ask for an assignment clause with any fee fixed in advance.
The agreement that usually comes first is covered in the preliminary agreement, and the ways to hold stage payments in safe payment for a property.
Sources
- Civil Code of Georgia (Articles 129, 287, 352, 383, 405, 418, 420 to 423, 490 and 497), consolidated 25 June 2026, Legislative Herald of Georgia (accessed 12 October 2026)
- Code of Georgia on Spatial Planning, Architectural and Construction Activities (Articles 101, 111, 112 and 139.1), Legislative Herald of Georgia (accessed 12 October 2026)
- Law of Georgia on the Public Registry (Articles 13 and 156), consolidated 1 April 2026, Legislative Herald of Georgia (accessed 12 October 2026)
- Immovable property registration: fees and terms, National Agency of Public Registry (accessed 11 October 2026)
- Buying property in a new development in Georgia, Just Advisors, 15 April 2025 (accessed 12 October 2026)
- Real Estate 2026: Georgia, MB Legal, updated 7 May 2026, Chambers and Partners (accessed 12 October 2026)
- Law of Georgia on the Protection of Consumer Rights (Article 4), Legislative Herald of Georgia (accessed 12 October 2026)
- Escrow service, Terabank (accessed 11 October 2026)
Change log
- - Checklist published from the Civil Code, the Spatial Planning Code, the Law on the Public Registry and legal commentary; being reviewed by the partner lawyer.