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Return back | LAW OF GEORGIA ON SECURITISATION | |
|---|---|
| Document number | 3926-XIIIმს-Xმპ |
| Document issuer | Parliament of Georgia |
| Date of issuing | 15/12/2023 |
| Document type | Law of Georgia |
| Source and date of publishing | Website, 27/12/2023 |
| Registration code | 040170280.05.001.102207 |
| Consolidated publications | |
Consolidated version (final)
LAW OF GEORGIA
ON SECURITISATION
Chapter I – General Provisions
Article 1 – Scope of the Law
1. This Law shall establish the general legal basis for transforming credit risks into securities (securitisation), the concept of securitisation and the requirements for the parties to securitisation.
2. This Law, except for the cases provided for by paragraph 3 of this article, shall apply only to a securitisation special purpose entity established in Georgia (where securitisation is carried out without a securitisation special purpose entity, to an initiator established in Georgia) and the related legal relationships.
3. Articles 21, 23 and 24 and Article 25(2) of this Law shall apply to persons provided for by the same provisions, regardless of the place of establishment of the securitisation special purpose entity (where securitisation is carried out without a securitisation special purpose entity, the initiator).
4. An investment fund registered or authorised on the basis of the Law of Georgia on Investment Funds shall not be a securitisation special purpose entity.
[ 4 1 . The Law of Georgia on Factoring shall not apply to a securiti s ation special purpose entity and its activities carried out in accordance with this Law. (Shall become effective from 1 January 2027)]
5. No one shall have the right to use the term ‘securitisation’ or a foreign equivalent of that term in its name or activities, as well as in the name and/or description of a financial instrument issued in Georgia, except where provided for by this Law.
Law of Georgia No 1459 of 1 April 2026 – website, 6.4.2026
Article 2 – Definition of terms
1. For the purposes of this Law, the terms used herein shall have the following meaning:
a) securitisation – a transaction (set of transactions) carried out through one of the following schemes or a combination thereof:
a.a) a securitisation special purpose entity, by purchasing underlying assets or otherwise (including by entering into a derivative contract), assumes the credit risk related to the underlying assets and, in order to finance the acquisition of that risk, issues securitisation instruments, the value and/or profitability of which is dependant on the above risk;
a.b) the credit risk associated with the underlying assets is tranched (regardless of whether the securitisation special purpose entity is engaged in the scheme or not) so that payments within the framework of the scheme are dependant on the value and/or profitability of the underlying assets and the subordination of the tranches determines the distribution of loss throughout the scheme;
b) securitisation special purpose entity – a legal entity or an organisational entity with no legal personality, which, by purchasing underlying assets or otherwise (including by entering into a derivative contract) assumes the credit risk associated with the underlying assets and, to finance the purchase of that risk, issues securitisation instruments, the value and/or profitability of which depend on the above risk;
c) public offering – an offering of securitisation instruments to more than 20 retail investors or to an undefined number of persons;
d) private offering – an offering of securitisation instruments which does not constitute a public offering;
e) securitisation special purpose entity established in Georgia – a securitisation special purpose entity, whose place of registration or management is in Georgia. For the purposes of this Law, a securitisation fund managed by an asset management company shall also be considered as a securitisation special purpose entity established in Georgia;
f) initiator established in Georgia – an initiator whose place of registration or management is in Georgia;
g) asset management company – an asset management company registered/licensed under the Law of Georgia on Investment Funds;
h) place of management – in the case of a legal person, a place where a management body actually performs management functions, and in the case of an organisational entity with no legal personality, its place of business;
i) governing body – a governing body as defined by the Law of Georgia on the Securities Market;
j) resecuritisation – securitisation, at least one of the underlying assets of which is a securitisation instrument;
k) retail investor – an investor which is not a qualified (experienced) investor as defined by the Law of Georgia on the Securities Market;
l) initiator – a legal entity or an organisational entity with no legal personality that meets one of the following conditions:
l.a) it has participated in an initial agreement by itself or through another legal entity or organisational entity with no legal personality closely related to it;
l.b) it purchases the claims of a third party with its own funds and performs their securitisation;
m) initial agreement – an agreement on the basis of which existing/potential claims arise with respect to an existing/potential debtor, the securitisation of which is being carried out;
n) initial creditor – a legal entity or an organisational entity with no legal personality, who has concluded an initial agreement by him/herself or through a legal entity or organisational entity closely related thereto;
o) investor – a natural person, a legal entity or an organisational entity with no legal personality, which holds securitisation exposure through a securitisation instrument;
p) securitisation instrument – an instrument (including securities, other financial instruments, securitisation fund units (unit), securitisation company shares, loan obligations) issued and/or used by a securitisation special purpose entity or an initiator and through which an investor holds securitisation exposure. For the purposes of this Law, if a securitisation instrument is an agreement, any reference to the issuance of a securitisation instrument provided for by the same Law shall be considered as a reference to the conclusion of such agreement;
q) institutional investor – an investor who is one of the following persons:
q.a) a commercial bank licensed under the Law of Georgia on Commercial Bank Activities;
q.b) a micro-bank licensed under the Law of Georgia on the Activities of Micro-Banks;
q.c) a microfinance organisation registered under the Law of Georgia on Microfinance Organisations;
q.d) an insurance organisation licensed under the Law of Georgia on Insurance;
q.e) an asset management company registered/licensed or an investment fund registered/authorised under the Law of Georgia on Investment Funds;
q.f) a brokerage company licensed under the Law of Georgia on the Securities Market;
q.g) a person acting on behalf of a pension scheme provided for by the Law of Georgia on Funded Pensions;
q.h) a person acting on behalf of a voluntary private pension scheme;
r) founding document – the founding agreement of a securitisation company or the rules of a securitisation fund;
s) underlying asset – a claim (including a future claim) the credit risk related to which is being securitised;
t) control – the relationship between a parent undertaking and a subsidiary undertaking in accordance with the International Financial Reporting Standards which is put in place on the basis of the Law of Georgia on Accounting, Reporting and Audit, as well as a similar relationship between any person and an undertaking. For the purposes of this subparagraph, a subsidiary undertaking of a subsidiary undertaking shall also be considered as a subsidiary undertaking of the parent undertaking which is at the head of those undertakings;
u) close links – a situation in which two or more natural or legal persons are linked by:
u.a) participation, which means the ownership, direct or by way of control, of 20 percent or more of the voting rights of an undertaking;
u.b) control;
u.c) a permanent link to one and the same person by a control relationship;
v) qualifying holding – a direct or indirect holding in an undertaking of 10 percent or more of the voting rights, or a holding which makes it possible to exercise a significant influence over the management of an undertaking, regardless of the number of voting rights;
w) measures for securing an obligation – measures for securing an obligation as defined by the Law of Georgia on Financial Collateral Arrangements, Netting and Derivatives;
x) regime – a regime as defined by the Law of Georgia on Financial Collateral Arrangements, Netting and Derivatives;
y) tranche – a credit risk segment related to underlying assets and formed on a contractual basis, where a position involves a greater or lesser risk of credit loss as compared to the position of the same size in another segment, with no regard to credit protection directly granted to the holder of the position by a third party;
z) insolvency – a situation where:
z.a) the assets of a securitisation special purpose entity or a securitisation unit (regardless of the validity period thereof) can no longer cover the sum of its liabilities (including future and contingent liabilities), except where there is a high probability that the excess of liabilities as compared to assets will be eliminated in the case of the continuation of activities;
z.b) a securitisation special purpose entity or a securitisation unit cannot cover matured liabilities (liquidity deficit), except where there is a high probability that the liquidity deficit can be eliminated in full or substantially within a reasonably short period of time;
z1) person – a natural or legal person, as well as an organisational entity provided for by the relevant legislation of Georgia (including a securitisation fund), which is not a legal entity;
z2) registration authority – the Legal Entity under Public Law called the National Agency of Public Registry operating under the Ministry of Justice of Georgia.
2. Other terms used in this Law shall have meanings as defined by the Law of Georgia on Securities Market and other legislative acts of Georgia.
Chapter II – Securitisation Special Purpose Entity
Article 3 – General provisions
1. A securitisation special purpose entity may be established in the form of a securitisation company or a securitisation fund.
2. The founding document of a securitisation special purpose entity shall contain a reference to the fact that the securitisation special purpose entity shall carry out its activities under this Law.
3. The founding document of a securitisation special purpose entity may determine the possibility of setting up several securitisation units which correspond to the parts of assets and liabilities of the securitisation special purpose entity separated from each other. In the case of establishing several securitisation units:
a) the claims of investors and creditors related to the securitisation unit only, which arise in connection with the establishment, operation or liquidation of the above unit, can be satisfied from the assets of the securitisation unit (including after the entry into force of the regime for the securitisation special purpose entity);
b) assets and liabilities related to more than one unit of a securitisation special purpose entity shall be separated and, accordingly, assigned to the above units separately;
c) when making changes to the founding document, if the issue to be decided concerns exclusively the assets/liabilities of a specific securitisation unit, only the owner of the share/unit of the above unit (where provided for by the founding document), as well as a creditor or a group of creditors of that unit, shall have the right to participate in the decision-making process.
4. If the securitisation instruments are securities, they may be offered both as a private offering or a public offering, in accordance with the legislation of Georgia. A public offering of other securitisation instruments shall not be permitted.
5. A securitisation special purpose entity shall be prohibited from carrying out any other activities, except for those necessary for performing or participating in securitisation (including the purchase of underlying assets and/or otherwise assuming the risks related thereto, the management and administration of underlying assets, the issuance of securitisation instruments) and ancillary activities (including the purchase of services for the purpose of the administration or support of its own activities).
Article 4 – Securitisation company
1. A securitisation company shall be established in the form of a limited liability company or a joint-stock company as provided for by the Law of Georgia on Entrepreneurs.
2. The founding document of a securitisation company shall define the purpose of the company and contain a description of the securitisation (including the issues relating to undertaking risks and the issuance of securitisation instruments), as well as the rules for the administration of the underlying assets transferred to the securitisation company, where appropriate, and other issues provided for by the legislation of Georgia.
3. Changes can be made to the founding document of a securitisation company in accordance with the Law of Georgia on Entrepreneurs. The founding document of a securitisation company may contain a provision according to which a certain or any other change can be made to the founding document only if this change has been adopted by the appropriate majority of votes and/or if any creditor or group of creditors additionally consent to this change.
4. The securitisation company shall have the right to appoint an asset management company. In this case, the asset management company shall be granted the management and representation rights for the securitisation company.
5. The reorganisation of a securitisation company shall be prohibited.
Article 5 – Securitisation fund
1. A securitisation fund shall be established in the form of a contractual scheme managed and represented by an asset management company.
2. Article 7 of the Law of Georgia on Investment Funds shall also apply to a securitisation fund.
3. A securitisation fund shall be established on the basis of the approval of the rules for the securitisation fund by the asset management company. The rules for the securitisation fund shall include at least the following matters:
a) the name, purpose and duration (limited or unlimited) of the securitisation fund;
b) the name and identification details of the asset management company;
c) the rules for the administration and management of the securitisation fund;
d) the possibility of establishing units of the securitisation fund, where appropriate;
e) the circumstances in which (if any) the securitisation fund or a unit thereof will or may be liquidated;
f) the description of the rights and obligations of the asset management company, as well as the description of the rights and obligations of investors, where appropriate;
g) the conditions for the replacement of the asset management company, and in the case of such replacement, guarantees for investor protection;
h) the rules for assuming risks and issuing securitisation instruments;
i) the conditions and procedure for making changes to the rules of the securitisation fund.
4. It shall be implied that, by purchasing securitisation instruments issued by the securitisation fund, the investor automatically agrees to the rules of the securitisation fund.
5. Holding a securitisation fund unit (unit) shall be verified by an entry in the register of securitisation fund unit (unit) holders or by a record of a nominee holder, if, in accordance with the data stored in this register, that unit (unit) is transferred into a nominee holding. The National Bank of Georgia (the National Bank) shall determine an additional procedure regulating the maintenance and ownership of the register of securitisation fund units.
Article 6 – Asset management company of a securitisation special purpose entity
1. An asset management company shall be obliged to act independently and only in favour of a securitisation special purpose entity and its investors. An asset management company shall not use the assets belonging to a securitisation special purpose entity for its own goals.
2. The grounds for terminating the authority of an asset management company to manage a securitisation special purpose entity shall be:
a) the termination of the authority to manage the assets in accordance with the asset management agreement, the founding document of the securitisation special purpose entity and/or this Law, provided that in the case of a securitisation fund it is replaced by another asset management company;
b) the initiation of liquidation proceedings against the asset management company;
c) a decision of the National Bank as provided for by paragraph 3 of this article.
3. The National Bank shall have the power to terminate the authority of an asset management company to manage one or more securitisation special purpose entities if the asset management company violates the requirements established by this Law, other laws regulating the financial sector, legal acts issued on the basis of the said laws, or written instructions of the National Bank, or manifestly endangers the securitisation special purpose entity or its investors.
Chapter III – Notification about Carrying out Securitisation. Authorisation of a Securitisation Special Purpose Entity
Article 7 – Notifying the National Bank about carrying out securitisation
1. A securitisation special purpose entity, which is not authorised under Article 8 of this Law and is not subject to mandatory authorisation, or an asset management company acting on its behalf, shall, before the securitisation special purpose entity initiates its activities, submit a notification to the National Bank in accordance with the procedure established by the National Bank.
2. If securitisation is performed by an initiator without the participation of a securitisation special purpose entity, the initiator shall be obliged to notify in advance the National Bank thereof in accordance with the procedure established by the National Bank. The initiator shall have the right to perform only private offerings. It may not have more than 20 retail investors.
3. The National Bank shall examine the notification submitted in accordance with paragraphs 1 or 2 of this article and the contents of the securitisation to be performed only for the purpose of checking the compliance thereof with paragraph 4 of this article and Articles 19, 21, 24 and 26 of this Law.
4. A securitisation special purpose entity which is not authorised, as well as where securitisation is carried out without a securitisation special purpose entity, an initiator, may not have more than 20 retail investors. Where the number of retail investors of a securitisation special purpose entity exceeds 20, it shall seek authorisation. Authorisation of a securitisation special purpose entity shall not be required where the number of retail investors is exceeded through no fault of the securitisation special purpose entity and it ensures that the number of retail investors will be reduced to the permitted level within 3 months.
5. The transfer to another entity or the pledge of a securitisation instrument by a securitisation special purpose entity which is not authorised, as well as in the case of carrying out securitisation without a securitisation special purpose entity, by the investor of an initiator, shall be permitted only on the basis of prior approval by the securitisation special purpose entity and/or the asset management company acting on its behalf (where securitisation is carried out without a securitisation special purpose entity, an initiator). The securitisation special purpose entity and/or the asset management company acting on its behalf (where securitisation is carried out without a securitisation special purpose entity, an initiator) shall not refuse the above approval unjustifiably. A refusal of approval shall be deemed justified if, as a result of such transfer or pledge of the securitisation instrument, the number of retail investors exceeds or may exceed 20, or if the founding document of the securitisation special purpose entity provides for approval for the transfer or pledge of the securitisation instrument. A transfer or pledge of a securitisation unit carried out in violation of the procedure established by this paragraph, without prior approval of the securitisation special purpose entity and/or the asset management company acting on its behalf (where securitisation is carried out without a securitisation special purpose entity, an initiator), shall be null and void.
6. The National Bank shall be authorised to establish a procedure for submitting notifications and information by a legal act determining the requirements for notification and information in accordance with this article.
Article 8 – Authorisation of a Securitisation Special Purpose Entity
1. A securitisation special purpose entity shall be subject to mandatory authorisation under this Law if one of the following conditions are met:
a) the securitisation special purpose entity makes public offerings;
b) the securitisation special purpose entity has more than 20 retail investors.
2. A securitisation special purpose entity not subject to the mandatory authorisation under paragraph 1 of this article, may obtain authorisation from the National Bank on a voluntary basis.
3. To obtain authorisation, an applicant shall submit the following documents and information to the National Bank:
a) the founding document of the securitisation special purpose entity;
b) in the case of a securitisation company, information on the members of the governing body and documents certifying their good reputation and sufficient experience;
c) information on the commercial bank providing services to the securitisation special purpose entity and the assets (liquid assets and/or securities) that will be held in the custody of that commercial bank;
d) an application on public offering of securitisation instruments (securities);
e) in the case of a securitisation company, information on the persons with a qualifying holding and documents confirming their good reputation;
f) information on the initial creditor and the initiator;
g) a document certifying the payment of the authorisation fee of the securitisation special purpose entity.
4. If an applicant is a securitisation company which has designated an asset management company, paragraph 3(b) of this article shall not apply. In such case, the agreement concluded between the securitisation company and the asset management company shall be submitted to the National Bank.
5. An authorised securitisation company shall have the appropriate organisational arrangement and resources to carry out its activities smoothly and allow the National Bank the supervision thereof.
6. The asset management company of an authorised securitisation special purpose entity shall be licensed in accordance with the Law of Georgia on Investment Funds.
7. The liquid assets and securities of an authorised securitisation special purpose entity shall be held in the custody of a commercial bank licensed in Georgia.
8. An authorised securitisation special purpose entity may, in addition to making public offerings of securitisation instruments, make private offerings of other/additional securitisation instruments.
9. The National Bank shall establish additional requirements for the activities, accounting and reporting of a securitisation special purpose entity by a legal act.
Article 9 – Authorisation fee of a securitisation special purpose entity and payment procedure
1. The amount of the authorisation fee of a securitisation special purpose entity shall be GEL 5 000.
2. The authorisation fee shall be paid in a cash or non-cash form.
3. Non-cash payments shall be made in accordance with the existing procedures.
4. Cash payments shall be made in the national currency of Georgia in banks, followed by the issuance of a receipt in the prescribed form.
5. An authorisation fee shall be transferred to the State Budget of Georgia in accordance with the procedure established by the legislation of Georgia.
6. Where authorisation is refused in accordance with the procedure established by this Law, the authorisation fee shall not be refunded.
Article 10 – Refusing authorisation of a securitisation special purpose entity
1. The National Bank shall not approve an application for authorisation of a securitisation special purpose entity if one of the following grounds exists:
a) an authorisation application or the submitted documents/information does/do not meet the requirements established by this Law and/or a legal act issued by the National Bank on the basis of this Law;
b) there are grounds for refusing to approve of the issue prospectus provided for by the legislation of Georgia;
c) close links that exist between the securitisation company or the asset management company of a securitisation special purpose entity, on the one hand, and any other natural or legal person, on the other hand, and/or the legislation of a foreign state (or the non-enforcement of it) applicable to the natural or legal person referred to in this subparagraph, might prevent the National Bank from effectively exercising its supervisory functions;
d) other grounds for refusing to grant authorisation exist under the Organic Law of Georgia on the National Bank of Georgia.
2. The National Bank shall make a decision on granting or refusing the authorisation of a securitisation special purpose entity within 45 working days of receiving a respective application for the authorisation of the securitisation special purpose entity. Such period may be prolonged by no longer than 15 working days where required, if the National Bank notifies the applicant thereof in advance. By issuing a legal act, the National Bank shall establish respective procedures and additional rules for the authorisation of a securitisation special purpose entity.
Article 11 – Changes related to an authorised securitisation special purpose entity
1. An authorised securitisation special purpose entity or an asset management company acting on its behalf shall notify the National Bank in advance of any changes related to the authorised securitisation special purpose entity if these changes relate to the conditions for the authorisation of the securitisation special purpose entity.
2. The changes as referred to in paragraph 1 of this article may be made, unless the National Bank notifies the applicant of the rejection of the proposed change within 1 month of receiving the relevant notification. Where necessary, such period may be prolonged by no longer than 1 month, if the National Bank notifies the applicant in advance to that effect.
3. A change of a person with a qualifying holding or a member of the governing body of an authorised securitisation company, as well as changes of the asset management company of an authorised securitisation special purpose entity or the founding document, may only be made with the prior written consent of the National Bank.
4. By issuing a legal act, the National Bank shall establish a procedure for notification in accordance with this article and for reviewing such notification.
Article 12 – Register of securitisation special purpose entities
1. The National Bank shall create and maintain a register of securitisation special purpose entities and shall, by means of its official website, make public the information therein, as provided for by this article and the rules of the National Bank.
2. A securitisation special purpose entity and each unit thereof shall be assigned a unique identification code in the register of securitisation special purpose entities.
3. The register of securitisation special purpose entities shall contain the identification details of a securitisation special purpose entity and each unit thereof (if any), the status of a securitisation special purpose entity (whether it is authorised or unauthorised), and in the case of an authorised securitisation special purpose entity, information about the asset management company (if any) as well as any ongoing liquidation proceedings in respect of that company.
4. In accordance with the Law of Georgia on the Public Registry, the registration authority may, in effecting registrations, refer to the register provided for by this article for the registration of a securitisation special purpose entity or a unit thereof.
5. The registration of a securitisation special purpose entity in the register provided for by this article shall not be considered by the National Bank as an assessment or confirmation of the quality of securitisation instruments issued by the securitisation special purpose entity.
Chapter IV – Liquidation of an Authorised Securitisation Special Purpose Entity
Article 13 – Initiation of liquidation of an authorised securitisation special purpose entity, general provisions regulating liquidation
1. This Chapter shall regulate issues relating to the liquidation of an authorised securitisation special purpose entity and its units.
2. The grounds for initiating the liquidation of an authorised securitisation special purpose entity shall be:
a) the insolvency of an authorised securitisation special purpose entity (except for a securitisation special purpose entity consisting of several units);
b) in the case of a securitisation company, the registration of its dissolution in the Registry of Entrepreneurs and Non-entrepreneurial (Non-commercial) Legal Person, in accordance with the Law of Georgia on Entrepreneurs, taking into consideration the provisions of this Law;
c) in the case of a securitisation fund, a decision made by the unit holders or other authorised person(s), if provided for by the founding document.
3. A separate liquidation of a unit of an authorised securitisation special purpose entity, without liquidating the securitisation special purpose entity or other units thereof, shall be permitted. The grounds for commencement of the separate liquidation of a securitisation unit shall be:
a) the insolvency of the securitisation unit;
b) a decision made by the share/unit holders or other authorised person(s), if provided for by the founding document.
4. In the cases provided for by paragraph 2(a) and paragraph 3(a) of this article, the National Bank shall commence the liquidation of the securitisation special purpose entity/securitisation unit on the basis of the application of a relevant creditor. For the purposes of the commencement of the liquidation of a securitisation unit on the grounds of insolvency, the assets and liabilities of that unit shall be taken into consideration.
5. In the cases provided for by paragraphs 2(b) and (c) and paragraph 3(b) of this article, the National Bank shall commence the liquidation of the securitisation special purpose entity/securitisation unit on the basis of the application of the securitisation special purpose entity or its asset management company.
6. Except for the cases provided for by paragraphs 7 and 8 of this article, an asset management company shall serve as a liquidator of the securitisation special purpose entity or its asset management company or, in the case of a securitisation company with no designated asset management company, a person appointed by the securitisation company. The liquidator appointed by the securitisation company shall have the same rights and obligations as the members of the governing body. The liquidator shall be accountable to the National Bank.
7. If the requirements established by the legislation of Georgia are violated in the liquidation process, the National Bank shall be authorised to replace the liquidator as determined by paragraph 6 of this article by a liquidator appointed by the National Bank.
8. If insolvency is the ground for commencing the liquidation of a securitisation special purpose entity or its unit or, in the case of a securitisation company, the entry into legal force of a court judgement on the liquidation of a legal entity in a criminal case, a liquidator shall be appointed by the National Bank.
9. The full authority of all the bodies of the securitisation special purpose entity and the its asset management company with respect to the securitisation special purpose entity or securitisation unit in the process of liquidation shall be conferred on a liquidator appointed by the National Bank.
10. Upon the commencement of liquidation, ongoing enforcement proceedings against the securitisation special purpose entity or its unit which are in the process of liquidation shall be terminated.
11. The National Bank shall submit for registration a decision on commencing the liquidation of a securitisation special purpose entity or securitisation unit to the registration authority on the same day.
12. The insolvency and liquidation procedures determined by the Laws of Georgia on Entrepreneurs and on Rehabilitation and Collective Satisfaction of Creditors’ Claims shall not apply to an authorised securitisation special purpose entity (including its unit). The National Bank shall establish additional rules, by a legal act, regulating the liquidation of a securitisation special purpose entity and its unit in accordance with this Law.
13. Before the completion of liquidation, the requirements of the Organic Law of Georgia on the National Bank of Georgia, this Law and other legislative and subordinate normative acts of Georgia shall apply to a securitisation special purpose entity or its unit under the liquidation process until the finalisation of liquidation.
14. The provisions regulating the liquidation of a securitisation special purpose entity established by Articles 14–17 of this Law shall also apply to the separate liquidation of an authorised securitisation unit.
15. This Law (except for Articles 18, 20 and 22 of this Law) shall not apply to the liquidation and insolvency proceedings of an unauthorised securitisation special purpose entity and its unit. The liquidation and insolvency of an unauthorised securitisation special purpose entity and its unit shall be regulated by the Laws of Georgia on Entrepreneurs and the Law of Georgia on the Rehabilitation and Collective Satisfaction of Creditors’ Claims, taking into consideration Articles 18, 20 and 22 of this Law.
Article 14 – Rights and obligations of liquidators
1. In the case of commencing the liquidation of a securitisation special purpose entity and the appointment of a liquidator by the National Bank, the National Bank shall issue an individual administrative act on the appointment of the liquidator, which shall be published on the website of the National Bank and in the Legislative Herald of Georgia.
2. A liquidator shall publish an announcement on the decision commencing the liquidation of a securitisation special purpose entity on the website of the National Bank and in the Legislative Herald of Georgia within 10 days after the entry into force of the said decision. This announcement shall be published again within 1 month of its first publication. Within 1 month of the second publication of the announcement, creditors shall submit to the liquidator a substantiated written request indicating the amount and grounds for their claims.
3. A liquidator shall be entitled to take actions necessary for the liquidation of a securitisation special purpose entity, the management of its assets and the satisfaction of the claims of investors and creditors. When carrying out his/her functions, a liquidator shall act in the best interests of the investors of a securitisation special purpose entity.
4. A liquidator shall be authorised to sell the assets of a securitisation special purpose entity under the liquidation process at a public auction or, in agreement with the National Bank, to use another form of sale, as well as to transfer the rights of claims on such assets to the creditors according to their rank, to a representative of the financial sector or other person, and organise the transfer of liabilities. If the transfer of assets/liabilities requires the consent of the creditors/debtors, the creditors/debtors shall consent to or reject such transfer of the assets/liabilities to another person within the time limit set by the liquidator. After the time limit set by the liquidator expires, the above consent shall be automatically deemed to be granted. No consent of the creditors/debtors shall be required if the transfer of the assets/liabilities to another person does not involve the modification of their terms.
5. The transfer of property into the ownership of a buyer (including the persons who receive the assets in kind in accordance with this article) shall result in the cancellation of all rights in rem and obligations.
6. The liquidator may, by filing a claim with a court, challenge the following actions taken on behalf of a securitisation special purpose entity before the commencement of liquidation, and demand their invalidity:
a) an action aiming at reducing the liquidation estate, managing or concealing the property of the securitisation special purpose entity or part thereof to limit its availability to the creditors during liquidation;
b) the transfer of property free of charge or at a price lower than its market value, which had taken place before the commencement of the liquidation of the securitisation special purpose entity and which resulted in the reduction of the volume/value of the liquidation estate;
c) an action giving a creditor a preference that this creditor would not have had but for this action, including the fulfilment of a creditor’s claim that has not matured, or providing the security for a creditor’s claim, unless a security arrangement had been envisaged when concluding the main loan agreement.
7. An action provided for by paragraph 6 of this article may be challenged if it was carried out within 1 year before the commencement of liquidation, and if the party opposing rescission is a person related to the securitisation special purpose entity or the asset management company acting on its behalf, within 2 years. An action carried out by a securitisation special purpose entity or the asset management company acting on its behalf to cause harm to creditors may be challenged if it was exercised within 3 years before the commencement of liquidation.
Article 15 – Duration of liquidation proceedings
1. The liquidation proceedings of a securitisation special purpose entity shall be completed within 1 year after their commencement.
2. The National Bank may prolong once the time limit established for liquidation, upon the request of a liquidator, for not more than an additional 1 year, if necessary for the completion of liquidation proceedings and the protection of the interests of the investors.
Article 16 – Distribution of the assets of a securitisation special purpose entity
1. A liquidator shall distribute the assets of a securitisation special purpose entity among the creditors and other persons in compliance with the requirements of paragraphs 2–4 of this article. In addition, between the persons to which the special procedures for distribution of the assets apply in accordance with paragraphs 2, 4 and 6 of Article 22 of this Law, the special provisions provided for by the same paragraphs shall prevail when distributing the assets.
2. Each secured claim shall be satisfied from the subject of collateral in accordance with the procedure established by the legislation of Georgia. Unsecured claims (including the claim of a secured creditor or a part thereof which could not be satisfied due to an insufficient amount of proceeds from the sale of the collateral, except where such claim is considered satisfied in accordance with the legislation of Georgia) shall be satisfied in the following order:
a) the claims of the National Bank, all costs associated with the appointment of a liquidator and the liquidation process, as well as liabilities arising after the commencement of the liquidation of the securitisation special purpose entity;
b) other claims (including tax claims) against the securitisation special purpose entity.
3. If the available assets are not sufficient to fully satisfy the claims referred to paragraph 2 of this article, all relevant claims shall be paid in proportion to the amount of the claim of each creditor of the rank in question.
4. The claim of each following rank shall be satisfied after the claims of the preceding rank are fully satisfied. The liquidator may satisfying the claims of the following rank if there are sufficient assets to fully satisfy the claims of the preceding rank, and this satisfaction of the claims of the preceding rank is not prejudiced. After all claims have been satisfied, the remaining assets will be distributed to the shareholders/unit holders in proportion to their shares/units.
5. The amount intended for a creditor, the existence of which is known to a liquidator, where the creditor has not submitted a substantiated written claim indicating the amount of and grounds for the claim within the established time limit, shall be placed on the deposit account of a notary by a liquidator. In such case, the provisions of Articles 434–441 of the Civil Code of Georgia shall apply.
Article 17 – Completion of the liquidation proceedings of a securitisation special purpose entity and submission of a liquidation report
1. A liquidator shall submit to the National Bank a final balance sheet and a report on his/her/its activities within 1 month after all the claims against the securitisation special purpose entity have been satisfied and/or all the assets have been sold.
2. After receiving the reports provided for by paragraph 1 of this article, the National Bank shall issue an individual administrative act on the completion of the liquidation of a securitisation special purpose entity.
3. The National Bank shall submit the issued individual administrative act on the completion of the liquidation of a securitisation company to the registration authority on the same day, for the purpose of registering the completion of the liquidation of the securitisation company and removing it from the relevant register.
Chapter V – Securitisation Risks
Article 18 – Transfer of credit risk relating to underlying assets
1. The transfer of credit risk relating to underlying assets may be carried out:
a) by selling the underlying assets to a securitisation special purpose entity (traditional securitisation);
b) by entering into a credit derivative contract, issuing a guarantee or otherwise, so that the underlying assets remain in the ownership of the initiator (synthetic securitisation).
2. In the case provided for by paragraph 1(b) of this article, securitisation may be performed without the participation of a securitisation special purpose entity, by a direct transfer of the credit risk to the investor(s).
3. Securitisation performed under this Law shall not be considered as an activity provided for by the Law of Georgia on Insurance.
4. A securitisation special purpose entity shall be authorised to purchase, or under the conditions of Article 20(3) of this Law, assign to a third party an existing or future claim within the framework of one or several transactions or on a continuous basis.
5. Taking into account the restrictions established by Article 295 of the Civil Code of Georgia, the assignment of an existing claim (including an emerging but unmatured claim) to a securitisation special purpose entity or by a securitisation special purpose entity between parties to an agreement and against a third party shall enter into force from the moment of the conclusion of the agreement by the parties on the assignment of the claim, unless otherwise provided for by that agreement.
6. A future claim that has not arisen at the time of the conclusion of an agreement, but may arise in the future, shall also be assigned if it is identifiable at the moment of its origin or any other time agreed upon by the parties.
7. Taking into account the restrictions established by Article 295 of the Civil Code of Georgia, the assignment of a future claim is conditional and depends on its origin; however, when the claim arises, its assignment between the parties to an agreement and against a third party shall enter into force at the moment of the conclusion of the agreement by the parties on the assignment of the claim, unless otherwise provided for by that agreement. This rule shall also apply in cases where a regime becomes effective against an initiator during the period between the conclusion of the agreement on the assignment of the claim and the origination of the claim.
8. An agreement on the transfer of an underlying asset shall be concluded in writing. The agreement or the authenticity of signatures of the parties thereto shall be verified in accordance with the procedure established by the legislation of Georgia. It shall be impermissible to impose additional requirements regarding the form of an agreement on the transfer of an underlying asset.
9. Except where the party (parties) to an agreement act in bad faith or deliberately give a preference to one group of creditors over another, an agreement on the transfer of an underlying asset concluded under this Law shall be valid and final and enforceable both by the parties and against a third party. At the same time:
a) a party to an agreement or another person may not rescind, annul, terminate, revoke, repudiate or make changes to the agreement unilaterally irrespective of the reason. A liquidator of an initiator/initial creditor, a temporary administrator, a special manager, a manager/supervisor as provided for by the Law of Georgia on Rehabilitation and Collective Satisfaction of Creditors’ Claims, or any other person with similar authority, may not challenge that agreement either;
b) the creditors of an initiator/initial creditor shall not have power over the transferred underlying assets.
10. For the purposes of paragraph 9 of this article, acting in bad faith shall be, inter alia, the conclusion of an agreement by duress, deceit, sham or fraud in accordance with the Civil Code of Georgia.
11. A claim assigned to a securitisation special purpose entity shall become its property from the moment of entry into force of the agreement on assigning the claim, notwithstanding an obligation (if any) assumed by a securitisation special purpose entity under the agreement to reassign the above claim to the initiator in the future. The existence of such obligation may not serve as grounds for considering the agreement on assignment of a claim as a sham or fraudulent agreement.
12. The prior approval of a debtor shall not be required for the authenticity of the assignment of a claim to a securitisation special purpose entity, unless otherwise provided for by the agreement between the debtor and an initiator/initial creditor.
13. Taking into account the restrictions established by Article 269 and Article 295 of the Civil Code of Georgia, along with the assignment of a claim to a securitisation special purpose entity, the means of securing the claim, both rights in rem and obligations, and the means of legal security, guarantees and other rights shall be transferred to the securitisation special purpose entity.
Article 19 – Prohibition of carrying out resecuritisation
1. The underlying assets of securitisation shall not be securitisation instruments, except for the exceptions provided for by paragraphs 2 and 3 of this article.
2. Carrying out resecuritisation shall be permitted if it is required in one of the following cases:
a) for the liquidation of a commercial bank, a brokerage company or other financial institution;
b) for the continued operation of a commercial bank, a brokerage company or other financial institution, in order to avoid their liquidation;
c) for the protection of the interests of investors, when the underlying assets of securitisation are inactive claims.
3. The National Bank shall be authorised to establish, by a legal act, additional cases to consider carrying out resecuritisation as permissible.
Article 20 – Risk management
1. A securitisation special purpose entity shall be authorised to conclude an agreement with an initiator or other person for collecting or recovering funds or purchasing other services related to the administration of underlying assets. The provision of the above services by an initiator or other person shall not require a special license or permission issued by any administrative body.
2. Unless otherwise provided for by an agreement concluded between the securitisation special purpose entity and a person providing services as determined by paragraph 1 of this article, a person providing services shall segregate the funds collected or recovered within the scope of the provision of services from its own assets and those of other clients, in order to allow the clear identification of the funds to be assigned to the securitisation special purpose entity. A person providing services shall keep detailed records with respect to the provision of the above services.
3. A securitisation special purpose entity may not sell the underlying assets, other than in exceptional cases as provided for by the founding document or the terms of issue of the securitisation instrument. These terms shall, at least, determine the decision-making procedure relating to selling the underlying assets and the terms of the sale.
4. In the case of introducing a regime with respect to a person providing services as provided for by paragraph 1 of this article, which segregates the funds collected or recovered within the scope of the provision of services from its own assets and those of other clients, a securitisation special purpose entity shall be entitled to demand that these funds be transferred to it, which cannot be challenged by a liquidator, a temporary administrator, a special manager, a manager/supervisor provided for by the Law of Georgia on Rehabilitation and Collective Satisfaction of Creditors’ Claims, or any other person with similar authority. Enforcement measures against such funds shall not be imposed to satisfy any other claim against the person providing services.
5. A securitisation special purpose entity may not use its assets as collateral for any claim, except where it is in the interests of investors or arises from the essence of a specific case of securitisation.
Article 21 – Retention of risks
1. An initiator or an initial creditor shall at all times hold a material, net economic interest in securitisation in the amount of not less than 5%.
2. If an initiator and an initial creditor have not agreed on which one shall hold the material, net economic interest in securitisation as provided for by paragraph 1 of this article, the initiator shall hold a material, net economic interest in securitisation in the amount of not less than 5%.
3. The material, net economic interest in securitisation as established by paragraph 1 of this article may not be reduced, neutralised, hedged or distributed between the initiator and the initial creditor, except for the cases determined by a legal act of the National Bank.
4. For the purposes of this article, an entity shall not be considered as an initiator if the sole purpose of its establishment and operation is the securitisation of claims.
5. The methodology for calculating the material, net economic interest in securitisation as established by paragraph 1 of this article shall be established by the National Bank by a legal act.
Chapter VI – Rights and Obligations of Investors,
Creditors and Other Persons
Article 22 – Investors, creditors and other persons
1. The right of a claim of an investor and a creditor shall only apply to the assets of a securitisation special purpose entity, unless otherwise provided for by a relevant agreement. If these rights relate to a securitisation unit or arise in connection with the establishment, operation or liquidation of a securitisation unit, they shall only apply to the assets of that unit.
2. A securitisation special purpose entity (where securitisation is carried out without a securitisation special purpose entity, the initiator) shall have the right to issue securitisation instruments (including through tranches) the value or profitability of which is related to a specific securitisation unit(s), assets or risks, or the coverage of which depends on the coverage of other instruments, certain categories of claims, shares, units or entities, if provided so by the founding document of the securitisation special purpose entity or the terms of issue of the securitisation instrument/terms of agreement.
3. Regardless of any provision to the contrary, if a securitisation company has issued shares/units of different classes, the relevant voting rights incurred shall be determined in proportion to the specific share of such shares/units within the distributed capital. The voting rights (if any) attached to debt securities shall be determined in proportion to their respective share in the total debt.
4. The founding document or any agreement (including the terms of issue of a securitisation instrument/terms of agreement) to which a securitisation special purpose entity is a party (where securitisation is carried out without a securitisation special purpose entity, the initiator), may provide for terms whereby the partners/unit holders, investors and/or creditors give consent to subordinating the satisfaction of their claims to the satisfaction of the claims of other partners/unit holders, investors and/or creditors, and/or waive their right (or agree to restrict it) to require the introduction of a regime with respect to the securitisation special purpose entity or the securitisation unit (including to take a decision itself on the application of the regime) or apply measures for securing an obligation with respect to its assets. Any proceedings initiated against these conditions shall be declared inadmissible.
5. A founding document may contain a provision whereby the right to request the introduction of a regime (including the decision to introduce the regime) with regard to the securitisation special purpose entity or one of its units shall be granted to a creditor or a group of creditors, excluding any other person (including a partner).
6. An agreement concluded between a securitisation special purpose entity and an initiator may provide that the full right to the assets remaining after the satisfaction of the creditors or a part thereof during the regime shall be transferred to the initiator.
7. The fulfilment of the terms of the issue of a securitisation instrument/terms of agreement shall be binding on a securitisation special purpose entity (where securitisation is carried out without a securitisation special purpose entity, on the initiator), a relevant investor and a third party, including in the case of activating a regime for one or more units of a securitisation special purpose entity, taking into consideration the rights of creditors to whom the above terms do not apply. This rule shall also apply to any condition the creditors agree upon with respect to the satisfaction of their claims.
Article 23 – Requirements for an institutional investor
1. An institutional investor (except for an initiator or an initial creditor) shall, before purchasing a securitisation instrument, verify that:
a) if an initiator or an initial creditor is not a commercial bank, a micro-bank or a microfinance organisation, the loans issued by the initiator or the initial creditor shall be based on sound and clearly determined criteria and precisely established processes for loan approval, adjustment, renewal and funding; the said initiator or initial creditor shall have appropriate systems in place to ensure that these criteria and processes are used for a comprehensive (in-depth) assessment of the solvency of the debtor in accordance with the principles established by Article 24(2) of this Law;
b) an initiator or an initial creditor has retained a material, net economic interest in securitisation in accordance with Article 21 of this Law and has disclosed it to the institutional investor;
c) an initiator or a securitisation special purpose entity discloses the information provided for by Article 26 of this Law in accordance with the procedure and conditions determined by the same article;
d) in the case of inactive claims, adequate standards for their selection and evaluation have been applied.
2. Before purchasing a securitisation instrument, an institutional investor (except for an initiator or an initial creditor) shall assess the risks associated with that transaction. The assessment shall include at least the following issues:
a) the assessment of risks incurred by individual securitisation instruments and underlying assets;
b) the assessment of securitisation details that may have a substantial impact on the profitability of the securitisation instrument (including the evaluation of the sequence of payments and the related circumstances, mechanisms for improving credit quality and liquidity, issues determining market value and default cases specified in the transaction).
3. Before purchasing a securitisation instrument, an institutional investor (except for an initiator or initial creditor) shall:
a) introduce written procedures appropriate to the risk profile of the securitisation instrument and, where required, its portfolio, to ensure the monitoring of the compliance with paragraphs 1 and 2 of this article and the profitability of the securitisation instrument and the underlying assets;
b) be able to demonstrate to the National Bank, upon request, that it fully understands the securitisation instrument and has introduced all policies and procedures required for the management of risks associated with holding that instrument, for carrying out assessments determined by paragraphs 1 and 2 of this article, and for keeping relevant records.
4. By an agreement, an institutional investor may assign the fulfilment of obligations imposed on it under paragraphs 1 and 2 of this article to another person with relevant experience, independent of the initiator/initial creditor. Regardless of the assignment of these obligations to the said person, liability for their non-fulfilment shall be incurred by the institutional investor issuing the assignment.
5. The National Bank shall be authorised to establish a procedure, by a legal act, specifying the individual requirements provided for by this article, and determining the qualifying criteria for an inactive claim for the purposes of this Law.
Article 24 – Criteria for underlying assets
1. Claims being securitised must be authentic and enforceable.
2. Initiators and initial creditors shall apply to loan/credit claims subject to securitisation the same clear and sound criteria as applied to other loan/credit claims. Initiators and initial creditors shall have effective systems in place to introduce the criteria and processes provided for by this paragraph to ensure a comprehensive evaluation of a debtor’s solvency and to take into consideration all relevant factors which serve as grounds for the verification of a debtor’s compliance with the terms of a loan/credit agreement.
3. Paragraph 2 of this article shall not apply to loan/credit claims which were inactive at the time of their purchase by an initiator from a third party. In such cases, the initiator shall ensure that sound standards for the selection and evaluation of the claims apply.
4. If an initiator purchases claims from a third party and subsequently subjects them to securitisation, it shall verify whether the person involved in the conclusion of the original agreement directly or indirectly meets the requirements established by paragraph 2 of this article.
Article 25 – Selling a securitisation instrument to a retail investor
1. Except for the person(s) referred to in paragraph 2 of this article, it shall prohibited for a person to sell a securitisation instrument to a retail investor without the engagement of a commercial bank, a brokerage company or an asset management company as an intermediary in the transaction.
2. A commercial bank, a brokerage company, an asset management company (including where it acts as an intermediary), an investment company, or an authorised securitisation company shall not sell a securitisation instrument to a retail investor unless all the following conditions are met:
a) it has conducted a conformity assessment in respect of the retail investor in accordance with the legislation of Georgia on securities, as determined by the procedure established by the National Bank;
b) the results of the conformity assessment provided for by subparagraph (a) of this paragraph confirm that the securitisation instrument is relevant to the retail investor;
c) it immediately notifies the retail investor of the results of the conformity assessment in writing;
d) the investment made by the retail investor in one or more securitisation instruments is at least GEL 10 000.
Article 26 – Issuance of a securitisation instrument and requirements related to transparency
1. Offering and/or selling a securitisation instrument to a retail investor, if the value determined by the terms of issue/terms of agreement of the securitisation instrument does not exceed GEL 200 000, shall be permitted only if the following conditions are met:
a) the underlying asset is a claim arising from loans/credits that are issued by a commercial bank, micro-bank, microfinance organisation or other person determined by a legal act of the National Bank;
b) a securitisation special purpose entity (where securitisation is carried out without a securitisation special purpose entity, the initiator) and/or a relevant securitisation instrument has a credit rating assigned thereto by one of the rating agencies as determined in a legal act of the National Bank.
2. An initiator and a securitisation special purpose entity shall, upon request, disclose to the potential investor, as well as to the investor and the National Bank, at least the following information and documents in accordance with the procedure established by a legal act of the National Bank:
a) information and documents reflecting securitisation required for the analysis of the contents of the relevant transaction;
b) periodic information on the underlying assets.
3. By a legal act, the National Bank shall be authorised to determine additional requirements relating to the disclosure of relevant information and the submission of reports by an initiator and a securitisation special purpose entity.
Chapter VII – Regulation and Supervision of the Securitisation Market
Article 27 – Powers of the National Bank
1. The National Bank shall:
a) supervise an authorised securitisation special purpose entity;
b) supervise the fulfilment of the obligations provided for by Article 19(1) and (2), Article 21(1-4), Article 23(1-4) and Articles 24 and 26 of this Law by an unauthorised securitisation special purpose entity, an institutional investor, an initial creditor and an initiator registered in Georgia (except for an insurance organisation licensed in accordance with the Law of Georgia on Insurance).
2. Within the framework of regulating and supervising the securitisation market, the National Bank shall have the right to exercise the following powers in accordance with the Organic Law of Georgia on the National Bank of Georgia, this Law and other legislative and subordinate normative acts of Georgia:
a) to request and receive documents and information (including confidential) from any person;
b) to conduct an on-site inspection of an authorised securitisation special purpose entity;
c) to request the cessation of certain actions if said actions contravene the legislation of Georgia;
d) to suspend the right of signature of a member of the governing body of an authorised securitisation special purpose entity or an asset management company and to request his/her temporary removal or dismissal;
e) to impose sanctions on a person;
f) to make a public statement which identifies a person responsible for, and the nature of, any violation;
g) to authorise and cancel the authorisation of a securitisation special purpose entity;
h) to issue mandatory written instructions;
i) to issue legal acts;
j) to exercise other powers conferred under the legislation of Georgia.
3. The National Bank shall exercise supervisory powers in accordance with this Law, on the basis of a risk-based approach.
4. The fulfilment of the obligations provided for Article 19(1) and (2), Article 21(1-4), Article 23(1-4) and Article 26(2) of this Law by an insurance organisation licensed under the Law of Georgia on Insurance shall be supervised by the Legal Entity under Public Law called the Insurance State Supervision Service of Georgia.
5. The National Bank shall be authorised to establish relevant procedures on the basis of a legal act to exercise the powers granted to it under this chapter.
Article 28 – Cancellation of authorisation of a securitisation special purpose entity by the National Bank
1. The National Bank may cancel the authorisation of a securitisation special purpose entity in one or more of the following circumstances:
a) the securitisation special purpose entity or the asset management company acting on its behalf has submitted to the National Bank an application requesting the cancellation of the authorisation of the securitisation special purpose entity;
b) the securitisation special purpose entity or the asset management company acting on its behalf has obtained the authorisation of the securitisation special purpose entity by providing false information to the National Bank or by committing any other unlawful action;
c) the securitisation special purpose entity no longer meets the conditions for authorisation;
d) the securitisation special purpose entity or the asset management company acting on its behalf has repeatedly or seriously violated the requirement(s) established by this Law, other laws regulating the financial sector and any legal act issued on the basis of such laws or instructions;
e) after the cancellation of the authority of the asset management company acting on behalf of the securitisation fund, no appropriate replacement has been appointed in accordance with this Law;
f) the liquidation of the securitisation special purpose entity has commenced.
2. After the authorisation of a securitisation special purpose entity is cancelled, it may not carry out the activities permitted for an authorised securitisation special purpose entity. The National Bank shall be authorised to terminate or restrict the right of a securitisation special purpose entity to perform certain types of activities/operations (including prohibit carrying out new securitisation) if the above activities/operations may pose a threat to the interests of investors.
Article 29 – Powers of the National Bank to impose sanctions (monetary fines) on a person
1. The National Bank may, for a violation of this Law, or other legislative and subordinate normative acts of Georgia, or a written instruction of the National Bank, impose a sanction (monetary fine) on a person concerned (including a person employed in an entity) in the amount and in accordance with the procedure established by a legal act of the National Bank.
2. The sanction (monetary fine) referred to in paragraph 1 of this article shall be proportional and consistent with the seriousness and severity of the violation, and shall take into account the impact of the violation on the interests of investors.
Chapter VIII – Transitional and Final Provisions
Article 30 – Normative acts to be issued
The National Bank shall ensure that the following legal acts are issued before 1 April 2024:
a) on determining a procedure for submitting notifications and information as provided for by Article 7(6) of this Law;
b) on establishing the relevant procedure and additional rules for the authorisation of a securitisation special purpose entity as provided for by Article 10(2) of this Law;
c) on establishing the procedure for making and reviewing a notification as provided for by Article 11(4) of this Law;
d) on establishing additional rules that regulate the liquidation of an authorised securitisation special purpose entity and its unit as provided for by Article 13(12) of this Law;
e) on establishing the methodology for calculating the material, net economic interest in securitisation as provided for by Article 21(5) of this Law;
f) on establishing the procedure provided for by Article 23(5) of this Law.
Article 31 – Entry into force of this Law
1. This Law, except for Articles 1-29 thereof, shall enter into force upon its promulgation.
2. Articles 1-29 of this Law shall enter into force from 1 April 2024.
President of Georgia Salome Zourabichvili
Tbilisi,
15 December 2023
N o 3926-XIII მს -X მპ
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