HB 1010: Commerce and trade; annual reports of the value of securities sold or offered to be sold; provide

This bill makes several separate changes to Georgia's commerce, corporate, and tax laws. It requires anyone selling securities in Georgia, including federal covered securities, to file an annual report on the value of what they sold and pay a $250 fee, rather than only reporting sales data when it isn't otherwise filed with the SEC. It also creates a new rule holding 'controlling private funds' (such as private equity funds) and people who hold an active stake in them jointly and severally liable for the debts and legal penalties of companies (called target firms) they control, along with those companies' subsidiaries. On taxes, the bill removes a state deduction for a category of foreign corporate income known as GILTI, adds a new state income tax on capital gains from property sold inside qualified opportunity zones, and expands the state sales tax to cover computer software by classifying it as a taxable digital good and repealing an existing software tax exemption. The bill would take effect once signed by the Governor, though the private fund liability and GILTI deduction changes apply starting with tax years and contracts from January 1, 2027.

• Requires companies selling or offering securities to Georgia residents to file annual reports on the value sold and pay a $250 filing fee, even if that data isn't in SEC filings.
• Creates a new law making private equity-style 'controlling private funds' and people with an active stake in them jointly and severally liable for the debts and legal penalties of companies they control and those companies' subsidiaries.
• Removes a state income tax subtraction for a category of foreign corporate income known as GILTI (Section 951A income), increasing state taxable income for affected corporations.
• Adds a new state income tax on capital gains from selling or exchanging property located in a federally designated qualified opportunity zone.
• Expands the definition of taxable 'other digital goods' to include computer software, and repeals an existing sales tax exemption for software (O.C.G.A. § 48-8-3(91)).

Companies and issuers that sell securities in Georgia; private equity and similar investment funds that acquire controlling stakes in Georgia companies, along with their investors; corporations with foreign income subject to GILTI; property owners and investors in Georgia's opportunity zones; and businesses and consumers that buy or sell computer software.

Georgians involved in buying, selling, or financing businesses and property would see new costs and legal exposure: securities sellers pay new fees, private equity investors could be on the hook for a target company's debts, opportunity zone investors face new capital gains tax, and software purchases could cost more due to sales tax.

• Section 1 revises O.C.G.A. § 10-5-21 to require annual reports of the value of all securities sold or offered in Georgia and a $250 fee for notice filings, replacing a narrower reporting trigger.
• Section 2 creates a new O.C.G.A. § 14-6-1 defining 'controlling private fund,' 'target firm,' and related terms, and makes such funds and their active-interest holders jointly and severally liable for target firm debts and penalties.
• Section 3 amends O.C.G.A. § 48-7-21 to exclude GILTI-type income (Section 951A of the federal tax code) from the state's foreign dividend income subtraction, effectively taxing it.
• Section 4 adds new O.C.G.A. § 48-7-43 imposing state income tax on capital gains from property sold in a qualified opportunity zone.
• Section 5 amends O.C.G.A. § 48-8-2 to add computer software to the definition of taxable 'other digital goods.'
• Section 6 repeals the sales tax exemption in O.C.G.A. § 48-8-3(91), removing an existing exemption tied to the software category.
• Section 7 sets the effective date as the Governor's signature, with the private fund liability and GILTI provisions applying to tax years and contracts starting January 1, 2027.

1. 2026-01-28House Second Readers (Cámara de Representantes)
2. 2026-01-27House First Readers (Cámara de Representantes)
3. 2026-01-16House Hopper (Cámara de Representantes)

• Marvin Lim (D, HD-098)Patrocinador principal

• securities regulation
• private equity liability
• corporate income tax
• opportunity zones
• sales tax on software