HB 1046: Corporations, partnerships, and associations; restrict powers to only the powers the General Assembly expressly grants

Current Georgia law gives corporations, partnerships, and LLCs broad, general powers similar to what an individual person has to run a business (O.C.G.A. §§ 14-2-302, 14-3-302, 14-11-202). This bill would replace that general grant of power with a narrower rule: these entities would only have the specific powers the General Assembly expressly writes into law, while still listing many of the same everyday business powers (owning property, making contracts, suing and being sued, and so on). The bill also adds a new restriction across business corporations, nonprofit corporations, partnerships, limited partnerships, and LLCs: none of them could pay, contribute, or spend money or anything of value to support or oppose a ballot question, initiative, candidate, political party, or political committee. It carves out an exception for genuine news coverage and commentary unless the outlet is owned by a party, committee, or candidate. Violations would be treated as void corporate acts (ultra vires) or void partnership acts, enforceable through lawsuits by members, shareholders, or partners, or by the Attorney General, seeking an injunction, revocation of a corporate charter, or dissolution. The changes would take effect once the Governor signs the bill or it becomes law without a signature, and would apply to ballot and election activity happening on or after that date.

• Rewrites the general powers sections for business corporations (O.C.G.A. § 14-2-302) and nonprofit corporations (O.C.G.A. § 14-3-302) so they only have powers the General Assembly expressly grants, instead of broad powers similar to an individual's.
• Adds the same 'only expressly granted powers' limit to partnerships, limited partnerships, and limited liability companies through new Code sections in Chapters 8, 9, 9A, and 11.
• Bans business corporations, nonprofit corporations, partnerships, limited partnerships, and LLCs from paying or spending money to support or oppose ballot questions, candidates, political parties, or political committees.
• Declares that any such ballot or election spending by a corporation is legally void (ultra vires) and that such spending by a partnership, limited partnership, or LLC is likewise void.
• Allows a member, shareholder, or partner, or the Attorney General, to sue for an injunction, revocation of a corporate charter, or dissolution of the entity over violations.
• Exempts genuine news stories, commentary, and editorials from the definition of banned activity, unless the outlet is owned or controlled by a political party, committee, or candidate.

Georgia business corporations, nonprofit corporations, partnerships, limited partnerships, and limited liability companies, along with their shareholders, members, and partners, would all be affected. The Attorney General would gain new enforcement authority, and news organizations structured as any of these entity types would need to rely on the bill's media exemption.

If enacted, Georgia corporations, nonprofits, partnerships, and LLCs could no longer spend money supporting or opposing candidates, parties, political committees, or ballot measures, a significant change from current practice. Entities that did so anyway could face lawsuits from their own members or the Attorney General seeking to void the spending or dissolve the organization.

• Section 1 rewrites O.C.G.A. § 14-2-302 so business corporations only have powers expressly granted by the General Assembly and bars them from ballot issue or election activity.
• Section 2 adds a new subsection to the ultra vires statute (O.C.G.A. § 14-2-304) making such activity void and enforceable by a member, shareholder, or the Attorney General through injunction or charter revocation.
• Sections 3 and 4 apply the same restrictions and enforcement mechanism to nonprofit corporations under O.C.G.A. §§ 14-3-302 and 14-3-304.
• Sections 5 through 7 add new Code sections (14-8-65, 14-9-110, 14-9A-6) applying the powers limit and ballot/election ban to partnerships and limited partnerships, enforceable by partners or the Attorney General through injunction or dissolution.
• Section 8 rewrites O.C.G.A. § 14-11-202 to apply the same restrictions to limited liability companies, enforceable by a member or the Attorney General through injunction or dissolution.
• Each affected section defines 'ballot issue activity' and 'election activity' as paying, contributing, or spending money or anything of value to support or oppose a ballot question, candidate, party, or political committee, with an exemption for bona fide news coverage.
• Section 9 sets the effective date as the date the Governor signs the bill or it becomes law without a signature, applying to ballot and election activity from that date forward.

1. 2026-01-29House Second Readers (House)
2. 2026-01-28House First Readers (House)
3. 2026-01-27House Hopper (House)

• Spencer Frye (D, HD-122)Primary sponsor
• Shea Roberts (D, HD-052)
• Eric Gisler (D, HD-121)
• Gabriel Sanchez (D, HD-042)
• Eric Bell (D, HD-075)
• Bryce Berry (D, HD-056)

• corporate law
• campaign finance
• nonprofit regulation
• election spending
• business regulation