Georgia law directs qualifying internal business disputes to Business Court

Corporations may require covered internal disputes to go only to the Georgia State-wide Business Court. Covered disputes concern a business's internal affairs, including duties owed to the business, ownership values, and access to records. Certain shareholder or member disclosure claims also qualify. The special court rules apply when governing documents require that court or the business fits the listed company or investor categories. Those categories include public companies, private companies using Tier 2 Regulation A offerings or Regulation D securities sales, and businesses owned entirely by investors meeting federal accredited-investor rules. For these covered claims, a defendant cannot require transfer to another court, and the Business Court cannot reject the case under its general discretion. The law applies to claims or proceedings initiated on or after July 1, 2026.

Owners suing on behalf of a publicly traded corporation or limited partnership must meet any applicable ownership threshold in its governing documents. The rule covers corporations with the specified share classes listed on a national securities exchange and limited partnerships with interests listed on such an exchange. The threshold cannot exceed 1 percent of the covered outstanding shares or partnership interests. The ownership test applies at the time of the act or omission being challenged. The law applies to claims or proceedings initiated on or after July 1, 2026.

Businesses may deny records requests whose stated purpose falls within the law's lawsuit exclusions. These rules cover shareholders requesting corporate records, limited partners requesting partnership records, and members requesting limited liability company records. A proper purpose excludes an active or pending lawsuit brought on the business's behalf by the owner, including one reasonably expected to be brought or maintained. It also excludes an active or pending civil lawsuit in which the business and owner are, or are reasonably expected to be, opposing named parties. If inspection is denied, a court may require the owner to pay the business's legal costs when the request fails the applicable good-faith, proper-purpose, or reasonableness tests. The law applies to claims or proceedings initiated on or after July 1, 2026.

Courts exclude disclosure-only results from the stated grounds for awarding owners their lawsuit expenses. The limits concern lawsuits shareholders or limited partners bring on their business's behalf. For corporate lawsuits, additional or amended disclosures do not count as a substantial benefit supporting an expense award. For limited partnership lawsuits, courts cannot award the owner's expenses or attorney fees when additional or amended disclosures are the only relief. These limits apply regardless of how significant the disclosures are. The law applies to claims or proceedings initiated on or after July 1, 2026.

A corporation's founding documents may limit directors' and officers' liability for money damages. The provision concerns money damages owed to the corporation or its shareholders for actions or failures to act as a director or officer. The protection does not cover taking a corporate business opportunity in breach of duty, intentional misconduct, or knowingly breaking the law. It also excludes improper personal benefits and liability covered by Code Section 14-2-832. The protection cannot cover acts or omissions occurring before the provision takes effect. The law applies to claims or proceedings initiated on or after July 1, 2026.