In Georgia, can a private equity fund force a minority owner to sell on exit?

Under Georgian corporate law, a minority shareholder’s rights and any obligation to participate in a sale are primarily determined by the company’s constitutional documents and any shareholders’ agreement in place. In the absence of a specific contractual mechanism (such as a drag-along provision), a shareholder is not automatically required to sell their shares solely because a majority investor supports the transaction.

The exact position depends on the structure of the proposed deal and the governing corporate framework, including any relevant resolutions or amendments to the company documents. These factors are critical in assessing whether any exit obligation exists and how the transaction may lawfully proceed.

For a clear assessment of your rights and the applicable documentation, a detailed review of the case would be necessary, and this can be discussed further in a consultation if you would like tailored advice.