---
title: HB 1046. Corporations, partnerships, and associations; restrict powers to only the powers the General Assembly expressly grants
collection: bills
id: 2025-2026/hb1046
cite_as: HB 1046, 2025-2026 Regular Session (Ga.)
canonical_url: https://georgiacommons.org/bills/2025-2026/hb1046
md_url: https://georgiacommons.org/bills/2025-2026/hb1046.md
text_url: https://georgiacommons.org/bills/2025-2026/hb1046/text
source_url: https://www.legis.ga.gov/legislation/72383
date: 2026-01-29
status: introduced
corpus_version: bills-2026-09-13
license: Public record of the Georgia General Assembly, via LegiScan; see about.md
publisher: Georgia Commons, an independent project of Georgia Civic Data. Not the State of Georgia. Not legal advice.
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omitted: votes and history
omitted_chars: 129
omitted_url: https://georgiacommons.org/bills/2025-2026/hb1046.md?full=1
bill_number: HB 1046
session: 2025-2026 Regular Session
session_slug: 2025-2026
chamber: House
bill_type: bill
status_date: 2026-01-27
last_action: House Second Readers
sponsors:
- Spencer Frye
- Shea Roberts
- Eric Gisler
- Gabriel Sanchez
- Eric Bell
- Bryce Berry
text_version: Introduced
has_text: true
legiscan_url: https://legiscan.com/GA/bill/HB1046/2025
upstream_id: 2095205
summaries_model: claude-sonnet-5
topic_tags:
- corporate law
- campaign finance
- nonprofit regulation
- election spending
- business regulation
---
# HB 1046. Corporations, partnerships, and associations; restrict powers to only the powers the General Assembly expressly grants
## Text
House Bill 1046
By: Representatives Frye of the 122nd, Roberts of the 52nd, Gisler of the 121st, Sanchez of the
42nd, Bell of the 75th, and others
A BILL TO BE ENTITLED
AN ACT
To amend Title 14 of the Official Code of Georgia Annotated, relating to corporations,
partnerships, and associations, so as to restrict the powers of business corporations, nonprofit
corporations, partnerships, limited partnerships, and limited liability companies to only the
powers the General Assembly expressly grants; to prohibit business corporations, nonprofit
corporations, partnerships, limited partnerships, and limited liability companies from
engaging in ballot issue activity and election activity; to provide for civil enforcement and
enforcement by the Attorney General; to provide for equitable remedies; to provide for
definitions; to provide for related matters; to provide for an effective date and applicability;
to repeal conflicting laws; and for other purposes.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
SECTION 1.
Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships,
and associations, is amended in Chapter 2, relating to business corporations, by revising
Code Section 14-2-302, relating to general powers, as follows:
"14-2-302.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) Every corporation has perpetual duration and succession in its corporate name, unless
its articles of incorporation adopted on or after April 1, 1969, or an amendment thereto
adopted on or after April 1, 1969, provides otherwise. Unless its articles of incorporation
provide otherwise, every corporation has the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, A corporation only has the
powers expressly prescribed to it by the General Assembly, including to without limitation
power:
(1) To sue Sue, be sued, complain, and defend in its corporate name;
(2) To have Have a corporate seal which may be altered at will, and to use it, or a
facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(3) To make Make and amend bylaws, not inconsistent with its articles of incorporation
or with the laws of this state, for managing the business and regulating the affairs of the
corporation;
(4) To purchase Purchase, receive, lease, or otherwise acquire, own, hold, improve, use,
and otherwise deal with real or personal property or any legal or equitable interest in
property, wherever located;
(5) To sell Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all
or any part of its property;
(6) To purchase Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,
use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or
other interests in, or obligations of, any other entity;
(7) To make Make contracts and guarantees, incur liabilities, borrow money, issue its
notes, bonds, and other obligations (which may be convertible into or include the option
to purchase other securities of the corporation), and secure any of its obligations by
mortgage or pledge of any of its property, franchises, or income;
(8) To lend Lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment;
(9) To be Be a promoter, partner, member, associate, or manager of any partnership, joint
venture, trust, or other entity;
(10) To conduct Conduct its business, locate offices, and exercise the powers granted by
this chapter within or without this state;
(11) To elect Elect directors and appoint officers, employees, and agents of the
corporation, define their duties, fix their compensation, and lend them money and credit;
(12) To pay Pay pensions and establish pension plans, pension trusts, profit sharing
plans, share bonus plans, share option plans, and benefit or incentive plans for any or all
of its current or former directors, officers, employees, and agents;
(13) To make Make donations for the public welfare or for charitable, scientific, or
educational purposes;
(14) To transact Transact any lawful business that will aid governmental policy;
(15) To provide Provide insurance for its benefit on the life or physical or mental ability
of any of its directors, officers, or employees or any other person whose death or physical
or mental disability might cause financial loss to the corporation; or, pursuant to any
contractual arrangement with any shareholder concerning the reacquisition of shares
owned by him at his death or disability, on the life or physical or mental ability of that
shareholder, for the purpose of carrying out such contractual arrangement; or, pursuant
to any contract obligating the corporation, as part of compensation arrangements, or
pursuant to any contract obligating the corporation as guarantor or surety, on the life of
the principal obligor, and for these purposes the corporation is deemed to have an
insurable interest in such persons; and
(16) To make Make payments or donations or do any other act not inconsistent with law
that furthers the business and affairs of the corporation.
(c) A corporation shall not have the power to conduct ballot issue activity or election
activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate."
SECTION 2.
Said title is further amended in said chapter by adding a new subsection to Code Section
14-2-304, relating to ultra vires, to read as follows:
"(d) Any ballot issue activity or election activity, as defined in Code Section 14-2-302,
conducted by a corporation is ultra vires and void. Such activities shall be subject to civil
action by a member, shareholder, or the Attorney General for injunctive relief or revocation
of the corporate charter."
SECTION 3.
Said title is further amended in Chapter 3, relating to nonprofit corporations, by revising and
adding new subsections to Code Section 14-3-302, relating to duration and powers of
corporation, as follows:
"14-3-302.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) Every corporation has perpetual duration and succession in its corporate name, unless
its articles of incorporation adopted on or after April 1, 1969, or in the case of a corporation
existing prior to or on April 1, 1969, an amendment thereto adopted on or after
April 1, 1969, provides otherwise. Unless its articles of incorporation provide otherwise,
every corporation has the same powers as an individual to do all things necessary or
convenient to carry out its business and affairs, A corporation only has the powers
expressly prescribed to it by the General Assembly, including to without limitation power:
(1) To sue Sue, be sued, complain, and defend in its corporate name;
(2) To have Have a corporate seal, which may be altered at will, and to use it, or a
facsimile of it, by impressing or affixing or in any other manner reproducing it;
(3) To make Make and amend bylaws, not inconsistent with its articles of incorporation
or with the laws of this state, for regulating and managing the affairs of the corporation;
(4) To purchase Purchase, receive, lease, or otherwise acquire, own, hold, improve, use,
and otherwise deal with real or personal property or any legal or equitable interest in
property, wherever located;
(5) To sell Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all
or any part of its property;
(6) To purchase Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,
use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or
other interests in, or obligations of, any entity;
(7) To make Make contracts and guaranties; incur liabilities; borrow money; issue notes,
bonds, and other obligations; and secure any of its obligations by mortgage or pledge of
any of its property, franchises, or income;
(8) To lend Lend money, invest and reinvest its funds, and receive and hold real and
personal property as security for repayment, except as limited by Code Sections 14-3-860
through 14-3-864;
(9) To be Be a promoter, fiduciary, shareholder, partner, member, associate, or manager
of any partnership, joint venture, trust, or other entity;
(10) To conduct Conduct its activities, locate offices, and exercise the powers granted
by this chapter within or without this state;
(11) To elect Elect or appoint directors, officers, delegates, employees, and agents of the
corporation; define their duties; fix their compensation; and lend them money and credit;
(12) To pay Pay pensions and establish pension plans, pension trusts, and other benefit
and incentive plans for any or all of its current or former directors, officers, employees,
and agents;
(13) To make Make donations not inconsistent with law for the public welfare or for
charitable, religious, scientific, or educational purposes and for other purposes that further
the corporate interest;
(14) To impose Impose dues, assessments, admission fees, and transfer fees upon its
members;
(15) To provide Provide insurance for its benefit on the life or physical or mental ability
of any of its directors, officers, or employees or any other person whose death or physical
or mental disability might cause financial loss to the corporation; or, pursuant to any
contract obligating the corporation, as part of compensation arrangements, or pursuant
to any contract obligating the corporation as guarantor or surety, on the life of the
principal obligor, and for these purposes the corporation is deemed to have an insurable
interest in such persons;
(16) To establish Establish conditions for admission of members, admit members, and
issue memberships;
(17) To carry Carry on a business; and
(18) To do Do all things necessary or convenient, not inconsistent with law, to further
the activities and affairs of the corporation.
(c) A corporation shall not have the power to conduct ballot issue activity or election
activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate."
SECTION 4.
Said title is further amended in said chapter by adding a new subsection to Code Section
14-3-304, relating to ultra vires, to read as follows:
"(d) Any ballot issue activity or election activity, as defined in Code Section 14-3-302,
conducted by a corporation is ultra vires and void. Such activities shall be subject to civil
action by a member, shareholder, or the Attorney General for injunctive relief or revocation
of the corporate charter."
SECTION 5.
Said title is further amended in Chapter 8, relating to partnerships, by adding a new Code
section to read as follows:
"14-8-65.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) A partnership only has the powers expressly prescribed to it by the General Assembly.
(c) A partnership shall not have the power to conduct ballot issue activity or election
activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate.
(e) Any ballot issue activity or election activity conducted by a partnership is void. Such
activities shall be subject to civil action by any partner or the Attorney General for
injunctive relief or dissolution of such partnership."
SECTION 6.
Said title is further amended in Chapter 9, the "Georgia Revised Uniform Limited Partnership
Act," by adding a new Code section to read as follows:
"14-9-110.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) A limited partnership only has the powers expressly prescribed to it by the General
Assembly.
(c) A limited partnership shall not have the power to conduct ballot issue activity or
election activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate.
(e) Any ballot issue activity or election activity conducted by a limited partnership is void.
Such activities shall be subject to civil action by any general partner or the Attorney
General for injunctive relief or dissolution of such partnership."
SECTION 7.
Said title is further amended in Chapter 9A, related to limited partnerships, by adding a new
Code section to read as follows:
"14-9A-6.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) A limited partnership only has the powers expressly prescribed to it by the General
Assembly.
(c) A limited partnership shall not have the power to conduct ballot issue activity or
election activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate.
(e) Any ballot issue activity or election activity conducted by a limited partnership is void.
Such activities shall be subject to civil action by any general partner or the Attorney
General for injunctive relief or dissolution of such partnership."
SECTION 8.
Said title is further amended in Chapter 11, relating to limited liability companies, by
revising Code Section 14-11-202, relating to powers of limited liability companies, as
follows:
"14-11-202.
(a) As used in this Code section, the term:
(1) 'Ballot issue activity' means paying, contributing, or expending money or anything
of value to support or oppose a ballot question or initiative.
(2) 'Election activity' means paying, contributing, or expending money or anything of
value to support or oppose a candidate, political party, or political committee.
(b) Each limited liability company formed in this state shall have only the powers
expressly prescribed to it by the General Assembly same powers as any person has to do
all things necessary to carry out its purpose, business, and affairs.
(c) A limited liability corporation shall not have the power to conduct ballot issue activity
or election activity.
(d) Ballot issue activity and election activity do not include any bona fide news story,
commentary, or editorial distributed through the facilities of any broadcasting station or of
any print, online, or digital newspaper, magazine, blog, or any other periodical publication,
unless such broadcasting, print, online, or digital facilities are owned or controlled by a
political party, political committee, or candidate.
(e) Any ballot issue activity or election activity conducted by a limited liability company
is void. Such activities shall be subject to civil action by a member, shareholder, or the
Attorney General for injunctive relief or dissolution."
SECTION 9.
This Act shall become effective upon its approval by the Governor or upon its becoming law
without such approval and shall be applicable to ballot issue activity and election activity
carried out on or after such date.
SECTION 10.
All laws and parts of laws in conflict with this Act are repealed.
## Summaries written by Georgia Commons
The following was written by claude-sonnet-5 from the text above and is not part of the bill. Quote the text, not the summary.
A Georgia House bill would limit corporations, nonprofits, partnerships, limited partnerships, and LLCs to only the powers the General Assembly expressly grants them, and would bar all of them from spending money on ballot measures or elections.
### Plain-language summary
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.
### What it does
- 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.
### Who it affects
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.
### Why it matters
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.
### Key provisions
- 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.
## Status
- Status: Introduced (2026-01-27)
- Last action: House Second Readers (2026-01-29)
- Sponsors: Spencer Frye, Shea Roberts, Eric Gisler, Gabriel Sanchez, Eric Bell, Bryce Berry
- Official page: https://www.legis.ga.gov/legislation/72383
> The history, votes, and amendments (129 characters) are at https://georgiacommons.org/bills/2025-2026/hb1046.md?full=1