GA HB1185

Corporations may include provisions in articles of incorporation or bylaws requiring internal entity claims (derivative suits, fiduciary duty violations, disclosure challenges, valuation proceedings, records inspection) to be brought exclusively in the Georgia State-wide Business Court

Publicly traded corporations may establish ownership thresholds up to 1% of outstanding shares for shareholders to have standing to commence derivative proceedings

Extends director liability limitation provisions to also cover corporate officers, protecting both from monetary damages except for business opportunity appropriation, intentional misconduct, knowing law violations, or improper personal benefit

"Substantial benefit to the corporation" for purposes of awarding plaintiff attorney's fees in derivative suits explicitly excludes additional or amended shareholder disclosures, regardless of materiality

Records inspection requests must be for a "proper purpose," which excludes demands related to active or pending derivative proceedings or civil lawsuits where the shareholder and company are adversarial parties; effective date July 1, 2026