Avlabari Investment Building · Tbilisi

Transfer pathway for individual units

Transaction feasibility summary prepared by OK Legal LLC for LD Estates LLC. Position as at October 2026.

1. Current title position

The property is owned by LD Estates LLC. Two entries in the National Agency of Public Registry affect a sale:

• a mortgage in favour of a Georgian commercial bank, securing the project financing; and
• a court-ordered restriction on sale and further mortgaging, issued as an interim measure in pending civil proceedings concerning that financing.

Both entries are public. The registry also shows a servitude over 69 sq m of the land plot. A buyer’s lawyer can confirm all entries with an up-to-date registry extract.

2. Why a transfer is legally feasible

• Georgian law allows the owner and the mortgagee to agree on a way of realising mortgaged property other than an auction. Civil Code of Georgia, Art. 302(3)
• A court interim measure can be replaced at any stage of the proceedings and can be cancelled by the court on application. When the parties settle, the court cancels it unless they agree otherwise. Civil Procedure Code of Georgia, Arts. 194, 196, 199¹
• Payment alone does not remove a mortgage from the registry; its cancellation must be registered. The closing process is built around the bank’s release. Civil Code of Georgia, Arts. 288, 299

3. Conditions for the transfer of a unit

1. Bank agreement. The bank’s written agreement to the sale and to release its mortgage over the unit against an agreed release amount.
2. Court step. A court ruling that cancels or adjusts the restriction on sale, or approves a settlement between the parties, in effect before closing.
3. Unit registration. Registration of the unit as a separate unit in the Public Registry.
4. Protected payment. The buyer’s funds are held in a notary deposit or escrow until conditions 1–3 are met, then paid out in a fixed order: first the release amount to the bank, then the balance to the seller.
5. Contract and registration. A written sale and purchase agreement with certified signatures. The buyer’s ownership and the release of the mortgage on the unit are registered as part of the same closing.
6. Seller documents. LD Estates’ corporate authorisations and tax documents. The seller is VAT-registered, and the sale documents state whether the price includes VAT.
7. Buyer checks. Identity and source-of-funds checks required by the notary and the banks involved.

4. How a closing works

1. Disclosure. The buyer receives the detailed transaction memorandum under a confidentiality agreement, together with an up-to-date registry extract.
2. Signing. The parties sign a conditional sale and purchase agreement, and the price is deposited with a notary or escrow agent.
3. Bank and court steps. The bank’s release terms and the court ruling are obtained (conditions 1 and 2).
4. Completion. Funds are released in the agreed order, and the transfer and releases are filed with the Public Registry.
5. Long-stop protection. If the conditions are not met by an agreed date, the deposit is returned to the buyer.

5. Our recommendations to buyers

• Appoint your own lawyer in Georgia. OK Legal acts for the seller.
• Ask for the detailed transaction memorandum (available under a confidentiality agreement) and a current registry extract.
• Pay the purchase price only through the agreed notary deposit or escrow arrangement.

Requests for the detailed memorandum: [email protected]

Important notice. This summary was prepared by OK Legal LLC for LD Estates LLC. It is general information, not legal advice to any other person, and buyers or other third parties may not rely on it. OK Legal represents LD Estates and does not act for buyers. The bank and court steps depend on decisions of third parties and cannot be guaranteed, and any timing is indicative. The information reflects the position as at October 2026 and may change.