Georgia’s HB 1185 took effect on July 1, 2026. It changed rules that affect corporate disputes and shareholder claims. Georgia businesses may want to review their bylaws and other governance documents. The law allows certain internal claims to be directed to the Georgia Business Court.
Can your bylaws direct disputes to business court?
HB 1185 allows a corporation’s bylaws or articles of incorporation to send certain internal claims to the Georgia statewide business court. These claims can include disputes over shareholder demands to inspect corporate records, including proceedings in which a court may order an inspection.
Not every shareholder lawsuit will go to business court. The type of claim and the company’s governing documents still matter.
What to check in your bylaws and articles of incorporation
The new rules give businesses reasons to look closely at their governance documents. Companies may want to review:
- Whether their bylaws contain a forum-selection provision for internal claims
- Whether any existing forum-selection provision covers the types of claims affected by HB 1185
- Whether their articles of incorporation and bylaws adequately address shareholder disputes
- Whether their current governance procedures still align with the company’s goals under the updated law
Reviewing these provisions before a dispute arises can help a company spot issues and decide whether its documents need updating.
What changed for shareholder records requests?
HB 1185 also changes certain procedures for shareholder demands to inspect corporate records. In a qualifying inspection case, a court may require a shareholder to pay costs if the demand was not made in good faith or for a proper purpose tied to the shareholder’s interests.
The changes do not end shareholder inspection rights. They can, however, affect how companies respond when a shareholder asks to see corporate records.
Key takeaways for Georgia corporations
HB 1185 gives Georgia companies new things to consider when planning for internal disputes. Reviewing bylaws, articles of incorporation and shareholder procedures can help determine whether those documents still fit the company’s needs under the updated law.
For businesses that have not reviewed their governance documents recently, the July 1, 2026 changes provide a good reason to do so.