HB1046: HB1046 Corporations, partnerships, and associations; restrict powers to only the powers the General Assembly expressly grants

Under current Georgia law (O.C.G.A. Title 14), corporations, partnerships, and LLCs generally have the same broad legal powers as an individual person to run their business, unless their founding documents say otherwise. House Bill 1046 would flip that default: these entities would only have the specific powers the General Assembly expressly writes into law, rather than a broad default grant of business powers. The bill also adds a new rule to each entity type's governing chapter banning 'ballot issue activity' (spending money to support or oppose a ballot question) and 'election activity' (spending money to support or oppose a candidate, party, or political committee). News reporting and commentary by independent media are exempted. Any such spending would be legally void, and violations could be challenged in court by a member, shareholder, or partner, or by the Attorney General, who could seek an injunction or move to revoke a corporate charter or dissolve the entity. The changes would take effect once signed by the Governor and would apply to activity occurring on or after that date.

• Rewrites the default powers clause for business corporations (O.C.G.A. § 14-2-302) so they only have powers the General Assembly expressly grants, instead of the same powers as an individual.
• Makes the identical change to nonprofit corporations (O.C.G.A. § 14-3-302), partnerships (new § 14-8-65), limited partnerships (new §§ 14-9-110 and 14-9A-6), and limited liability companies (§ 14-11-202).
• Bans all of these entity types from spending money or anything of value to support or oppose a ballot question, candidate, political party, or political committee.
• Declares that any such political spending by a corporation is 'ultra vires' (outside its legal authority) and void, and allows a member, shareholder, or partner or the Attorney General to sue for an injunction or to revoke a charter or dissolve the entity.
• Exempts genuine news stories, commentary, or editorials from the ban, unless the media outlet is owned or controlled by a political party, candidate, or political committee.
• Sets the effective date as the date the Governor signs the bill (or it otherwise becomes law), applying only to activity occurring on or after that date.

Georgia business corporations, nonprofit corporations, partnerships, limited partnerships, and limited liability companies would all be affected, along with their shareholders, members, and partners, who gain new standing to sue over prohibited political spending. The Attorney General's office would also gain new enforcement duties.

If enacted, Georgia businesses, nonprofits, and other entities could no longer rely on a broad default set of legal powers and would instead need the General Assembly to expressly authorize what they can do. Separately, none of these entities could legally spend money on elections or ballot measures, cutting off a common channel of corporate and organizational political spending in the state.

• Section 1 rewrites O.C.G.A. § 14-2-302 so business corporations 'only have the powers expressly prescribed to it by the General Assembly' rather than the same powers as an individual.
• Section 2 adds a rule to the 'ultra vires' section (§ 14-2-304) making corporate ballot issue or election spending void and enforceable by a member, shareholder, or the Attorney General.
• Sections 3 and 4 apply the same powers restriction and enforcement mechanism to nonprofit corporations under §§ 14-3-302 and 14-3-304.
• Sections 5 through 7 add new Code sections (§§ 14-8-65, 14-9-110, 14-9A-6) imposing the same restriction and political-spending ban on partnerships and limited partnerships.
• Section 8 rewrites § 14-11-202 to limit limited liability companies to only expressly granted powers and bans their political spending.
• Each section defines 'ballot issue activity' and 'election activity' as paying or spending money or anything of value to support or oppose a ballot measure, candidate, party, or political committee, with a carve-out for bona fide news coverage.
• Section 9 sets the effective date as the date of the Governor's approval, applying to political activity occurring on or after that date.

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
• business powers
• election spending