You bring the capital. We bring our own money, our full-time work, and the deal. We buy an apartment in Tbilisi, renovate it, and sell it. Your money is paid back first — before we earn anything at all.
When the apartment sells, the money is paid out in a fixed order. Each step must be paid in full before the next step gets anything. This order is written into the company contract — it is not a promise, it is the rule.
Every dollar you put in comes back to you before anything else is paid.
Your agreed profit is paid next — before we see one cent. This is why it is called “preferred.”
Only now does our money come back. If the sale is weak, our money is lost first — not yours.
What is left is divided at the percentage we agree. Our months of work are only paid from this step.
Our cash sits below yours in the payout order. Losses reach us first.
Each deal lives in its own Georgian company. Your maximum loss is capped at your investment — nothing can reach your other assets.
Construction, worker injury, and damage to neighbours are covered by insurance held inside the project company.
The apartment cannot be sold, mortgaged, or transferred without your written consent.
If either partner wants to leave, the other has the first right to buy their share. Nobody wakes up with a stranger as a partner.
The payout order, your rights, and the split are drafted by a Georgian lawyer and signed before any money moves.
Move the sliders to the terms you would be happy with. Green means we will take your offer very seriously. Yellow means it is possible — let’s talk. Red means it is probably too far for us — but you can still send it, and we will still read it.
What you receive
Our side
*Illustration only. We model a typical project: buy and renovate on the combined budget, sell in roughly 9–12 months at about 45% above total cost. Real projects are underwritten one by one, with real numbers, before anything is signed.
Nothing here is hidden. This is the template our lawyer works from. Every promise on this page — the payout order, your consent rights, the first right to buy — is a written clause, not a handshake.
This template shows our standard terms in full, so you know exactly what you are agreeing to before we even meet. The highlighted blanks are filled with your numbers. All worked examples use one illustration deal: Investor $60,000, Manager $15,000, preferred return 15%, remaining profit split 40/60, expected sale $110,000 — your own numbers replace them. The final, signed agreement is prepared by a licensed Georgian lawyer in Georgian and English.
This joint venture is between [Investor name] (“the Investor”) and Tbilisi Home (“the Manager”), for the purchase, renovation, and sale of the apartment at [address], with a purchase budget of [$ amount], a renovation budget of [$ amount], and a reserve for fees and transaction costs of [$ amount]. Together these are “the Budget.” All amounts are in US dollars.
A new limited liability company (“the Company”) is registered in Georgia for this project and nothing else. The Company — not either partner personally — owns the apartment, signs the renovation contract, holds the bank account, and holds the insurance. The Investor holds [X]% and the Manager holds [Y]% of the Company. Whatever happens, the Investor’s possible loss is limited to the money the Investor puts into the Company: no debt, claim, or accident of the project can reach the Investor’s other assets.
The Investor contributes [$ amount] in cash. The Manager contributes [$ amount] in cash, plus the full work of the project: sourcing the apartment, negotiating the purchase, managing the renovation, and selling. The Manager charges no salary, commission, or management fee. The Manager’s work is paid only out of the final profit split — which means the Manager earns nothing unless the Investor has first been paid in full.
The Company buys below market from a motivated seller, adds value through renovation, and sells at the renovated market price. The margin between total cost and sale price is the profit pool. Before signing, the Manager gives the Investor a written underwriting: the purchase price against real comparable sales, the renovation quote, and the expected sale price against renovated comparables in the same district. The expected sale price in this agreement is [$ amount].
When the apartment is sold, the sale money is paid out in four fixed steps. Each step must be paid in full before the next step receives anything. This order is written into the Company’s charter — it is not a promise, it is the governing rule of the Company:
Worked example — expected sale at $110,000: Step 1: the Investor receives their $60,000 back. Step 2: the Investor receives the 15% preferred return, $9,000. Step 3: the Manager receives their $15,000 back. Step 4: the remaining $26,000 splits 40/60 — $10,400 to the Investor, $15,600 to the Manager. The Investor walks away with $79,400 total — a 32% return. The Manager earns $15,600 for the capital risked and roughly a year of work.
The preferred return is [P]% of the Investor’s contribution, calculated [flat for the project / per year, pro-rated monthly]. It is not interest on a loan — it is a priority profit share: if the project makes at least that much profit, the Investor receives it before the Manager receives anything at all. For comparison, a Georgian bank deposit currently pays about 11% in GEL and far less in USD. The preferred return is designed to beat the bank before the Investor’s profit share is even counted.
Notice what the waterfall does to motivation. The Investor’s return is protected by position: paid first, with the Manager’s money underneath as a cushion. The Manager’s return is earned by performance: the Manager is paid last, from profit that only exists if the buying, renovating, and selling were done well. Neither side can win at the other’s expense — the Manager can only reach Step 4 by carrying the Investor through Steps 1 and 2 first.
The waterfall does not cap the Investor. If the apartment sells above the expected price, Steps 1–3 are unchanged and Step 4 simply has more in it — the Investor’s [S]% share applies to the larger pool. If the Company receives rental income while waiting to sell (see clause 12), that income flows through the same waterfall order.
Every sale price, best to worst, on the illustration deal ($60,000 + $15,000, 15% preferred, 40/60 split):
| Sale price | Investor receives | Investor result | Manager receives | Manager result |
|---|---|---|---|---|
| $125,000 | $83,400 | +$23,400 (+39%) | $36,600 | +$21,600 + work paid |
| $110,000 (expected) | $79,400 | +$19,400 (+32%) | $30,600 | +$15,600 + work paid |
| $95,000 | $73,400 | +$13,400 (+22%) | $21,600 | +$6,600 |
| $84,000 | $69,000 | +$9,000 (+15%) | $15,000 | $0 — a year of work unpaid |
| $75,000 (break-even) | $69,000 | +$9,000 (+15%) | $6,000 | −$9,000 and work unpaid |
| $69,000 | $69,000 | +$9,000 (+15%) | $0 | −$15,000 and work unpaid |
| $60,000 (−45%) | $60,000 | $0 — capital intact | $0 | total loss |
| $50,000 | $50,000 | −$10,000 | $0 | total loss |
Read the table from the bottom up and the protection is visible: the Manager’s entire position — $15,000 of cash and a year of unpaid work — is destroyed before the Investor loses their first dollar. On this deal, the Investor’s capital is only touched if the sale price falls more than 45% below the expected price.
Losses are simply the waterfall running backwards. They consume positions in this fixed order, and each layer must be fully destroyed before the next is touched:
The Budget includes a contingency reserve of [10]% of the renovation budget, held in the Company account from day one. Overruns are absorbed in this order: first the contingency reserve; then, if more is needed, the Manager may fund the gap from their own money — such funds join the Manager’s capital at Step 3, never ahead of the Investor. The Investor is never obliged to add money beyond their contribution. Any budget increase above the contingency requires the Investor’s written consent (clause 16).
The target is to sell within [9–12] months of purchase. If the apartment is unsold by 2026, the partners must meet and choose, in writing, one of three paths:
This is the honest answer to the slow-market scenario: a renovated, rentable Tbilisi apartment is never a dead asset. The downside of a bad market is usually time, not destruction of capital.
Before renovation begins, the Company buys — and cannot start work without — insurance covering: the construction works (contractor’s all-risks: fire, flood, collapse of the works themselves); the existing structure of the building while works are carried out; injury to workers on site; and damage to neighbours and third parties, with the Company as policyholder. The renovation contractor must be independent and carries responsibility for site safety under the renovation contract. If a serious event happens, insurance money is paid to the Company and flows to the partners through the waterfall — the Investor’s position first. If an event creates costs beyond the insurance, those costs belong to the Company alone: they can consume the Company’s assets, but under Georgian law they cannot pass through to the Investor personally (clause 14). The worst legal outcome for the Investor is the loss of their contribution — never more.
Under Georgian law, the members of a limited liability company are not personally responsible for the company’s debts. If the Company ever cannot pay what it owes — after an uninsured catastrophe, for example — the Company’s creditors are paid from the Company’s assets and nothing else. Neither partner’s home, savings, or other assets are reachable. The Manager confirms the Company will take on no debt and give no guarantees without the Investor’s written consent, so no hidden creditor can ever appear.
The apartment cannot be sold, mortgaged, pledged, or transferred without the Investor’s written consent. The Company cannot borrow money, guarantee anything, or grow the Budget beyond the contingency without the Investor’s written consent. Day-to-day decisions — contractors, materials, marketing, negotiations — belong to the Manager.
If either partner wants to sell their share of the Company, they must first offer it to the other partner at the same price. The other partner has [30] days to accept. Only after a written “no,” or silence past the deadline, may the share be sold to someone else — and never at a lower price than was offered to the partner.
The Company pays its own taxes under Georgian law before distributions are made; the outcome table above is shown before distribution tax, and the lawyer confirms the exact treatment before signing. Each partner is responsible for their personal taxes in their own country of tax residence.
This agreement is governed by the law of Georgia and signed in Georgian and English. If the versions differ, the [Georgian] version controls. Disputes go first to good-faith discussion between the partners, then to the courts of Tbilisi.
Signatures — Investor · Manager · date.
Compare listings
Compare
