HB1010: HB1010 Commerce and trade; annual reports of the value of securities sold or offered to be sold; provide

26 LC 62 0290 House Bill 1010 By: Representative Lim of the 98th A BILL TO BE ENTITLED AN ACT To amend Title 10, Title 14, and Title 48 of the Official Code of Georgia Annotated, relating1 to commerce and trade, corporations, partnerships, and associat ions, and revenue and2 taxation, respectively, so as to provide for annual reports of the value of securities sold or3 offered to be sold; to provide for fees; to provide for the joi nt and several liability of4 controlling private funds for the liabilities of target firms acquired by such controlling private5 funds; to eliminate a certain income tax deduction; to provide for taxation of capital gains6 on sales of property in qualified opportunity zones; to provide for sales tax for computer7 software; to provide for definitions; to provide for an effecti ve date and applicability; to8 provide for related matters; to repeal conflicting laws; and for other purposes.9 BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:10 SECTION 1.11 Title 10 of the Official Code of Georgia Annotated, relating to commerce and trade, is12 amended in Chapter 5, the "Georgia Uniform Securities Act of 2008" by revising subsections13 (a) and (b) of Code Section 10-5-21, relating to filing of reco rds, and adding a new14 subsection to read as follows:15 H. B. 1010 - 1 - 26 LC 62 0290 "(a) With respect to a federal covered security, as defined in Section 18(b)(2) of the16 Securities Act of 1933, 15 U.S.C. Section 77r(b)(2), that is no t otherwise exempt under17 Code Sections 10-5-10 through 10-5-12, a rule adopted or order issued under this chapter18 may require the filing of any or all of the following records:19 (1) Before the initial offer of a federal covered security in this state, all records that are20 part of a federal registration statement filed with the Securit ies and Exchange21 Commission under the Securities Act of 1933, 15 U.S.C. Section 77a, et seq., and a22 consent to service of process complying with Code Section 10-5-80 signed by the issuer23 and the payment of a fee of $250.00; and24 (2) After the initial offer of the federal covered security in this state, all records that are25 part of an amendment to a federal registration statement filed with the Securities and26 Exchange Commission under the Securities Act of 1933, 15 U.S.C. Section 77a, et seq.;27 and28 (3) To the extent necessary or appropriate to compute fees, a report of the value of the29 federal covered securities sold or offered to persons present in this state, if the sales data30 are not included in records filed with the Securities and Excha nge Commission and31 payment of a fee of $250.00.32 (a.1) The commissioner shall require the filing of annual repo rts of the value of all33 securities sold or offered to be sold to persons located in this state for notice purposes and34 the assessment of any fee and payment of a fee of $250.00.35 (b) A notice filing under subsection subsections (a) and (a.1) of this Code section is36 effective for one year commencing on the later of the notice filing or the effectiveness of37 the offering filed with the Securities and Exchange Commission. On or before expiration,38 the issuer may renew a notice filing by filing a copy of those records filed by the issuer39 with the Securities and Exchange Commission that are required by rule adopted or order40 issued under this chapter to be filed and by paying a renewal fee of $100.00. A previously41 filed consent to service of process complying with Code Section 10-5-80 may be42 H. B. 1010 - 2 - 26 LC 62 0290 incorporated by reference in a renewal. A renewed notice filing becomes effective upon43 the expiration of the filing being renewed."44 SECTION 2.45 Title 14 of the Official Code of Georgia Annotated, relating to corporations, partnerships,46 and associations, is amended in Chapter 6, which is reserved, as follows:47 "CHAPTER 648 14-6-1.49 (a) As used in this Code section, the term:50 (1) 'Affiliate' means an individual or corporate entity that owns or controls, or is owned51 or controlled by, another corporate entity. As used in this pa ragraph, the term 'owns'52 means ownership of 20 percent or more of the outstanding voting securities of the other53 corporate entity, and the term 'controls' means having the powe r to vote 20 percent or54 more of the outstanding voting securities of the other corporate entity.55 (2) 'Control person' means:56 (A) An individual or corporate entity that owns, controls, or holds the power to vote57 20 percent or more of the outstanding interests of a corporate entity; or58 (B) An individual or corporate entity that otherwise has the ability to direct the actions59 of a corporate entity.60 (3) 'Controlling private fund' means a private fund that, directly or through an affiliate,61 becomes a control person of a target firm.62 (4) 'Corporate entity' means any corporation, association, par tnership, limited liability63 company, limited partnership, trust, or other legal entity.64 H. B. 1010 - 3 - 26 LC 62 0290 (5) 'Holder of an active interest' means a person that directly or indirectly has the right65 to participate in the governance of a controlling private fund and any insider of a66 controlling private fund.67 (6) 'Insider' means any director, officer, managing member, ma naging agent, general68 partner, or affiliate or relative thereof; a control person; or an affiliate.69 (7) 'State agency' means any department, agency, board, commission, or authority of the70 state or any political subdivision thereof.71 (8) 'Target firm' means a corporate entity organized under the laws of this state that is72 acquired by a controlling private fund.73 (b) Notwithstanding any other provision of law or the terms of any contract or agreement74 to the contrary, a controlling private fund and any holder of a n active interest in a75 controlling private fund shall be jointly and severally liable for all liabilities of each target76 firm of which the controlling private fund is a control person and for all liabilities of any77 subsidiaries of each such target firm, including:78 (1) Any debt incurred by the target firm or a subsidiary target firm; and79 (2) Any federal or state civil monetary penalty or obligation under a settlement consent80 order with a state agency, including a consumer restitution obl igation, for which the81 target firm, or a subsidiary of the target firm, is liable. Reserved."82 SECTION 3.83 Title 48 of the Official Code of Georgia Annotated, relating to revenue and taxation, is84 amended in Article 2 of Chapter 7, relating to imposition, rate, computation, exemptions, and85 credits, by revising paragraph (8) of subsection (b) of Code Se ction 48-7-21, relating to86 taxation of corporations, as follows:87 "(8) There shall be subtracted from taxable income dividends received by:88 (A) A corporation from sources outside the United States as de fined in the Internal89 Revenue Code of 1986. For purposes of this subparagraph, divid ends received by a90 H. B. 1010 - 4 - 26 LC 62 0290 corporation from sources outside of the United States shall include amounts treated as91 a dividend and income deemed to have been received under provisions of the Internal92 Revenue Code of 1986 by such corporation if such amounts could have been subtracted93 from taxable income under this paragraph, had such amounts actually been received but94 shall not include income specified in Section 951A of the Inter nal Revenue Code95 of 1986. The deduction provided by Section 250 shall apply to the ext ent the same96 income was included in Georgia taxable net income. The deducti on, exclusion, or97 subtraction provided by Section 245A, Section 965, or any other section of the Internal98 Revenue Code of 1986 shall not apply to the extent income has b een subtracted99 pursuant to this subparagraph. Amounts to be subtracted under this subparagraph shall100 include the following unless excluded by this paragraph, as def ined by the Internal101 Revenue Code of 1986:102 (i) Qualified electing fund income;103 (ii) Subpart F income, including income specified in Section 9 51A of the Internal104 Revenue Code of 1986; and105 (iii) Income attributable to an increase in United States prop erty by a controlled106 foreign corporation.107 The amount subtracted under this subparagraph shall be reduced by any expenses108 directly attributable to the dividend income; and109 (B) Corporations from affiliated corporations within the Unite d States, when the110 corporation receiving the dividends is engaged in business in this state and is subject111 to the payment of taxes under the income tax laws of this state , to the extent that the112 dividends have been included in net income under this Code section. Dividends from113 affiliates shall be reduced by any expenses directly attributable to the dividend income."114 SECTION 4.115 Said title is further amended by adding a new Code section to read as follows:116 H. B. 1010 - 5 - 26 LC 62 0290 "48-7-43.117 (a) As used in this Code section, the term 'qualified opportunity zone' shall have the same118 meaning as set forth in Section 1400Z-1 of the Internal Revenue Code of 1986.119 (b) State income tax shall be collected on capital gains for the sale or exchange of property120 held by a taxpayer in a qualified opportunity zone."121 SECTION 5.122 Said title is further amended in Part 1 of Article 1 of Chapter 8, relating to general provisions123 relative to state sales and use tax, by revising paragraph (20. 05) of Code Section 48-8-2,124 relating to definitions, as follows:125 "(20.05) 'Other digital goods' means the following items transferred electronically to an126 end user:127 (A) Artwork;128 (B) Photographs;129 (C) Periodicals;130 (D) Newspapers;131 (E) Magazines;132 (F) Video or audio greeting cards; or133 (G) Video games or electronic entertainment; or134 (H) Computer software."135 SECTION 6.136 Said title is further amended by repealing paragraph (91) of Co de Section 48-8-3, relating137 to exemptions, and designating said paragraph as reserved.138 H. B. 1010 - 6 - 26 LC 62 0290 SECTION 7.139 This Act shall become effective upon its approval by the Governor or upon its becoming law140 without such approval. Sections 2 and 3 shall be applicable to all taxable years beginning141 and all contracts entered into on or after January 1, 2027.142 SECTION 8.143 All laws and parts of laws in conflict with this Act are repealed.144 H. B. 1010 - 7 -