Georgia 2025-2026 Regular Session

Georgia House Bill HB8 Compare Versions

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11 25 LC 50 0946
22 House Bill 8
33 By: Representative Kendrick of the 95
44 th
55
66 A BILL TO BE ENTITLED
77 AN ACT
88 To amend Chapter 7 of Title 48 of the Official Code of Georgia Annotated, relating to
99 1
1010 income taxes, so as to renew and revise an income tax credit for certain investments in2
1111 qualified businesses; to remove the requirement that the investment be made by a qualified3
1212 investor; to provide for an aggregate cap; to allow such credit to be transferred; to provide4
1313 a reporting requirement; to provide for definitions; to provide for sunset; to provide for an5
1414 effective date and applicability; to provide for related matters; to repeal conflicting laws; and6
1515 for other purposes.7
1616 BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:8
1717 SECTION 1.9
1818 Chapter 7 of Title 48 of the Official Code of Georgia Annotated, relating to income taxes,10
1919 is amended by revising Code Section 48-7-40.30, relating to tax credits for certain qualified11
2020 investments for limited period of time, as follows:12
2121 "48-7-40.30.13
2222 (a) The General Assembly finds that entrepreneurial businesses significantly contribute14
2323 to the economy of this state. The intent of this Code section is to achieve the following:15
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2626 (1) To encourage individual investors to invest in early stage, innovative, wealth-creating
2727 16
2828 businesses;17
2929 (2) To enlarge the number of high quality, high paying
3030 high-paying jobs within this state18
3131 both to attract qualified individuals to move to and work within this state and to retain19
3232 young people educated in Georgia's universities and colleges;20
3333 (3) To expand the economy of Georgia by enlarging its base of wealth-creating21
3434 businesses; and22
3535 (4) To support high-growth business and other businesses seeking to commercialize23
3636 technology invented in Georgia's universities and colleges.24
3737 (b) As used in this Code section, the term:25
3838 (1) 'Allowable credit' means the credit as it may be reduced pursuant to paragraph (3) of26
3939 subsection (i) of this Code section.27
4040 (2) 'Headquarters' means the principal central administrative office of a business located28
4141 in this state which conducts significant operations of such business.29
4242 (3) 'Investor' means:30
4343 (A) A person who is a resident of this state or a nonresident who is obligated to pay31
4444 taxes imposed by this chapter; or32
4545 (B) A pass-through entity which is formed for investment purposes, has no business33
4646 operations, has committed capital under management of equal to or less than $5 million,34
4747 and is not capitalized with funds raised or pooled through private placement35
4848 memoranda directed to institutional investors. A venture capital fund or commodity36
4949 fund with institutional investors or a hedge fund shall not qualify as an investor.37
5050 (3)(4) 'Net income tax liability' means income tax liability reduced by all other credits38
5151 allowed under this chapter.39
5252 (4)(5) 'Pass-through entity' means a partnership, an S-corporation, or a limited liability40
5353 company taxed as a partnership.41
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5656 (5)(6) 'Professional services' means those services of a profession specified in42
5757 paragraph (2) of Code Section 14-7-2 or any service which requires as a condition43
5858 precedent to the rendering of such service the obtaining of a license from a state licensing44
5959 board pursuant to Title 43.45
6060 (6)(7) 'Qualified business' means a registered business that:46
6161 (A) Is either a corporation, limited liability company, or a general or limited47
6262 partnership located in this state;48
6363 (B) Was organized no more than three years before the qualified investment was made;49
6464 (C) Has its headquarters located in this state at the time the investment was made and50
6565 has maintained such headquarters for the entire time the qualified business benefited51
6666 from the tax credit provided for pursuant to this Code section;52
6767 (D) Employs 20 or fewer people in this state at the time it is registered as a qualified53
6868 business;54
6969 (E) Has had in any complete fiscal year before registration gross annual revenue as55
7070 determined in accordance with the Internal Revenue Code of $500,000.00 or less on a56
7171 consolidated basis;57
7272 (F) Has not obtained during its existence more than $1 million in aggregate gross cash58
7373 proceeds from the issuance of its equity or debt investments, not including commercial59
7474 loans from chartered banking or savings and loan institutions;60
7575 (G) Has not utilized the tax credit described in Code Section 48-7-40.26;61
7676 (H) Is primarily engaged in manufacturing, processing, online and digital warehousing,62
7777 online and digital wholesaling, software development, information technology services,63
7878 or research and development or is a high-growth business providing services other than64
7979 those described in subparagraph (I) of this paragraph; and65
8080 (I) Does not engage substantially in:66
8181 (i) Retail sales;67
8282 (ii) Real estate or construction;68
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8585 (iii) Professional services;
8686 69
8787 (iv) Gambling;70
8888 (v) Natural resource extraction;71
8989 (vi) Financial, brokerage, or investment activities or insurance; or72
9090 (vii) Entertainment, amusement, recreation, or athletic or fitness activity for which73
9191 an admission or membership is charged.74
9292 A business shall be substantially engaged in one of the above
9393 activities listed in75
9494 subparagraph (H) or (I) of this paragraph if its gross revenue from such activity exceeds76
9595 25 percent of its gross revenues in any fiscal year or it is established pursuant to its77
9696 articles of incorporation, articles of organization, operating agreement, or similar78
9797 organizational documents to engage in such activity as one of its primary purposes.79
9898 (7)(8) 'Qualified investment' means an investment by a qualified an investor of cash in80
9999 a qualified business for common or preferred stock or an equity interest or a purchase for81
100100 cash of qualified subordinated debt in a qualified business; provided, however, that funds82
101101 constituting a qualified investment cannot have been raised or be raised as a result of83
102102 other tax incentive programs. Furthermore, no investment of common or preferred stock84
103103 or an equity interest or purchase of subordinated debt shall qualify as a qualified85
104104 investment if a broker fee or commission or a similar remuneration is paid or given86
105105 directly or indirectly for soliciting such investment or purchase. Investment of common87
106106 or preferred stock or an equity interest or a purchase of qualified subordinated debt that88
107107 contains or involves a broker fee or commission or a similar remuneration paid or given,89
108108 directly or indirectly, for soliciting such investment or purchase shall qualify as a90
109109 qualified investment. However, the investor shall be allowed the tax credit under this91
110110 Code section only on the amount of the direct investment in the qualified investment and92
111111 not on the broker fees or commissions or similar remunerations paid or given, directly or93
112112 indirectly, for soliciting such investment or purchase.94
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115115 (8) 'Qualified investor' means an accredited investor as that term is defined by the United95
116116 States Securities and Exchange Commission who is:96
117117 (A) An individual person who is a resident of this state or a nonresident who is97
118118 obligated to pay taxes imposed by this chapter; or98
119119 (B) A pass-through entity which is formed for investment purposes, has no business99
120120 operations, has committed capital under management of equal to or less than $5 million,100
121121 and is not capitalized with funds raised or pooled through private placement101
122122 memoranda directed to institutional investors. A venture capital fund or commodity102
123123 fund with institutional investors or a hedge fund shall not qualify as a qualified investor.103
124124 (9) 'Qualified subordinated debt' means indebtedness that is not secured, that may or may104
125125 not be convertible into common or preferred stock or other equity interest, and that is105
126126 subordinated in payment to all other indebtedness of the qualified business issued or to106
127127 be issued for money borrowed and no part of which has a maturity date less than five107
128128 years after the date such indebtedness was purchased.108
129129 (10) 'Registered' or 'registration' means that a business has been certified by the109
130130 commissioner as a qualified business at the time of application to the commissioner.110
131131 (c) A qualified business shall register with the commissioner for purposes of this Code111
132132 section. Approval of such registration shall constitute certification by the commissioner112
133133 for 12 months after being issued. A business shall be permitted to renew its registration113
134134 with the commissioner so long as, at the time of renewal, the business remains a qualified114
135135 business.115
136136 (d) Any individual person making a qualified investment directly in a qualified business116
137137 in the 2011, 2012, 2013, 2014, 2015, 2016, 2017, or 2018 calendar year shall be allowed117
138138 a tax credit of 35 percent of the amount invested against the tax imposed by this chapter118
139139 commencing on January 1 of the second for the taxable year following the year in which119
140140 the qualified investment was made as provided in this Code section.120
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143143 (e) Any pass-through entity making a qualified investment directly in a qualified business
144144 121
145145 in the 2011, 2012, 2013, 2014, 2015, 2016, 2017, or 2018 calendar year
146146 shall be allowed122
147147 a tax credit of 35 percent of the amount invested against the tax imposed by this chapter123
148148 commencing on January 1 of the second for the taxable year following the year in which124
149149 the qualified investment was made as provided in this Code section. Each individual who125
150150 is a shareholder, partner, or member of an entity shall be allocated the credit allowed the126
151151 pass-through entity in an amount determined in the same manner as the proportionate127
152152 shares of income or loss of such pass-through entity would be determined. If an128
153153 individual's share of the pass-through entity's credit is limited due to the maximum129
154154 allowable credit under this Code section for a taxable year, the pass-through entity and its130
155155 owners may not reallocate the unused credit among the other owners.131
156156 (f) Tax credits claimed pursuant to this Code section shall be subject to the following132
157157 conditions and limitations:133
158158 (1) The qualified investor shall not be eligible for the credit for the taxable year in which134
159159 the qualified investment is made but shall be eligible for the credit for the second taxable135
160160 year beginning after the qualified investment is made as provided in subsection (d) or (e)136
161161 of this Code section;137
162162 (2) The aggregate amount of credit allowed an individual for one or more qualified138
163163 investments in a single taxable year under this Code section, whether made directly or by139
164164 a pass-through entity and allocated to such individual, shall not exceed $50,000.00;140
165165 (3)(2) In no event shall the amount of the tax credit allowed an individual under this141
166166 Code section for a taxable year exceed such individual's net income tax liability. Any142
167167 unused credit amount shall be allowed to be carried forward for three years from the close143
168168 of the taxable year in which the qualified investment was made. No such credit shall be144
169169 allowed against prior years' tax liability;145
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172172 (4)(3) The qualified investor's basis in the common or preferred stock, equity interest,146
173173 or qualified subordinated debt acquired as a result of the qualified investment shall be147
174174 reduced for purposes of this chapter by the amount of the allowable credit; and148
175175 (5) The credit shall not be transferrable transferable by the qualified investor except to149
176176 the heirs and legatees of the qualified investor upon his or her death and to his or her150
177177 spouse or incident to divorce.151
178178 (4) Any tax credit earned and previously claimed but not used against its income tax may152
179179 be transferred or sold, in whole or in part, by the investor to another Georgia taxpayer.153
180180 (g) The registration of a business as a qualified business shall be subject to the following154
181181 conditions and limitations:155
182182 (1) If the commissioner finds that any of the information contained in an application of156
183183 a business for registration under this Code section is false, the commissioner shall revoke157
184184 the registration of such business. The commissioner shall not revoke the registration of158
185185 a business solely because it ceases business operations for an indefinite period of time,159
186186 as so long as the business renews its registration;160
187187 (2) A registration as a qualified business may not be sold or otherwise transferred, except161
188188 that, if a qualified business enters into a merger, conversion, consolidation, or other162
189189 similar transaction with another business and the surviving company would otherwise163
190190 meet the criteria for being a qualified business, the surviving company retains the164
191191 registration for the 12 month registration period without further application to the165
192192 commissioner. In such a case, the qualified business must shall provide the166
193193 commissioner with written notice of the merger, conversion, consolidation, or similar167
194194 transaction and such other information as required by the commissioner; and168
195195 (3) The commissioner shall report to the House Committee on Ways and Means and the169
196196 Senate Finance Committee each year all of the businesses that have registered with the170
197197 commissioner as a qualified business. The Such report shall include the name and171
198198 address of each business, the location of its headquarters, a description of the types of172
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201201 business in which it engages, the number of jobs created by the business during the period
202202 173
203203 covered by the report, and the average wages paid by these
204204 such jobs.174
205205 (h) Any credit claimed under this Code section shall be recaptured in the following175
206206 situations and shall be subject to the following conditions and limitations:176
207207 (1) If within two years after the qualified investment was made, the qualified investor177
208208 transfers any of the securities or qualified subordinated debt received in the qualified178
209209 investment to another person or entity, other than a transfer resulting from one of the179
210210 following:180
211211 (A) The death of the qualified investor;181
212212 (B) A transfer to the spouse of the qualified investor or incident to divorce; or182
213213 (C) A merger, conversion, consolidation, sale of the qualified business's assets, or183
214214 similar transaction requiring approval by the owners of the qualified business under184
215215 applicable law, to the extent the qualified investor does not receive cash or tangible185
216216 property in such merger, conversion, consolidation, sale, or other similar transaction;186
217217 (2) Except as provided in paragraph (1) of this subsection, if within five years after the187
218218 qualified investment was made, the qualified business makes a redemption with respect188
219219 to the securities received or pays any principal of the qualified subordinated debt;189
220220 (3) If within two years after the qualified investment was made, the qualified investor190
221221 participates in the operation of the qualified business. For the purpose purposes of this191
222222 paragraph, a qualified an investor participates in the operation of a qualified business if192
223223 the qualified investor, or the qualified investor's spouse, parent, sibling, or child, or a193
224224 business controlled by any of these individuals, provides services of any nature to the194
225225 qualified business for compensation, whether as an employee, a contractor, or otherwise. 195
226226 However, a person who provides uncompensated professional advice to a qualified196
227227 business, whether as an officer, a member of the board of directors or managers or197
228228 otherwise, or participates in a stock or membership option or stock or membership plan,198
229229 or both, shall be eligible for the credit;199
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232232 (4) The amount of the credit recaptured shall apply only to the qualified investment in
233233 200
234234 the particular qualified business in which the investment was made;201
235235 (5) The amount of the recaptured tax credit determined under this subsection shall be202
236236 added to the qualified
237237 investor's income tax liability for the taxable year in which the203
238238 recapture occurs under this subsection; and204
239239 (6) In the event the credit is recaptured because the qualified business ceases business205
240240 operations, dissolves, or liquidates, the qualified investor may claim either the credit206
241241 authorized under this Code section or any capital loss the qualified investor otherwise207
242242 would be able to claim regarding that qualified business, but shall not be authorized to208
243243 claim and be allowed both.209
244244 (i)(1) A qualified An investor seeking to claim a tax credit provided for under this Code210
245245 section shall submit an application to the commissioner for tentative approval of such tax211
246246 credit between September 1 and October 31 of the year for which the tax credit is claimed212
247247 or allowed. The commissioner shall promulgate the rules and forms on which the213
248248 application is to be submitted. Amounts specified on such application shall not be214
249249 changed by the qualified investor after the application is approved by the commissioner. 215
250250 The commissioner shall review such application and shall tentatively approve such216
251251 application upon determining that it meets the requirements of this Code section.217
252252 (2) The commissioner shall provide tentative approval of the applications by the date218
253253 provided in paragraph (3) of this subsection as follows:219
254254 (A) The total aggregate amount of all tax credits allowed to qualified investors or220
255255 pass-through entities for investments made in the 2011 calendar year and claimed and221
256256 allowed in the 2013 taxable year shall not exceed $10 million in such year;222
257257 (B) The total aggregate amount of all tax credits allowed to qualified investors or223
258258 pass-through entities for investments made in the 2012 calendar year and claimed and224
259259 allowed in the 2014 taxable year shall not exceed $10 million in such year;225
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262262 (C) The total aggregate amount of all tax credits allowed to qualified investors or226
263263 pass-through entities for investments made in the 2013 calendar year and claimed and227
264264 allowed in the 2015 taxable year shall not exceed $10 million in such year;228
265265 (D) The total aggregate amount of all tax credits allowed to qualified investors or229
266266 pass-through entities for investments made in the 2014 calendar year and claimed and230
267267 allowed in the 2016 taxable year shall not exceed $5 million in such year;231
268268 (E) The total aggregate amount of all tax credits allowed to qualified investors or232
269269 pass-through entities for investments made in the 2015 calendar year and claimed and233
270270 allowed in the 2017 taxable year shall not exceed $5 million in such year;234
271271 (F) The total aggregate amount of all tax credits allowed to qualified investors or235
272272 pass-through entities for investments made in the 2016 calendar year and claimed and236
273273 allowed in the 2018 taxable year shall not exceed $5 million in such year;237
274274 (G) The total aggregate amount of all tax credits allowed to qualified investors or238
275275 pass-through entities for investments made in the 2017 calendar year and claimed and239
276276 allowed in the 2019 taxable year shall not exceed $5 million in such year; and240
277277 (H) The total aggregate amount of all tax credits allowed to qualified investors or241
278278 pass-through entities for investments made in the 2018 calendar year and claimed and242
279279 allowed in the 2020 taxable year shall not exceed $5 million in such year.243
280280 The aggregate amount of tax credits allowed pursuant to this Code section shall not244
281281 exceed $5 million in a calendar year.245
282282 (3) The commissioner shall notify each qualified investor of the tax credits tentatively246
283283 approved and allocated to such qualified investor by December 31 of the year in which247
284284 the application was submitted. In the event that the credit amounts on the tax credit248
285285 applications filed with the commissioner exceed the maximum aggregate limit of tax249
286286 credits under this subsection, then the tax credits shall be allocated among the qualified250
287287 investors who filed a timely application on a pro rata basis based upon the amounts251
288288 otherwise allowed by this Code section. Once the tax credit application has been252
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291291 approved and the amount approved has been communicated to the applicant, the qualified253
292292 investor may then apply the amount of the approved tax credit to its tax liability for the254
293293 tax year for which the approved application applies.255
294294 (j) The commissioner shall report annually to the House Committee on Ways and Means256
295295 and the Senate Finance Committee on the percentage of tax credits for the previous taxable257
296296 year utilized under this Code section.258
297297 (k) The commissioner shall promulgate any rules and regulations necessary to implement259
298298 and administer this Code section.260
299299 (l) This Code section shall stand repealed and reserved on December 31, 2031."261
300300 SECTION 2.262
301301 This Act shall become effective on July 1, 2025, and shall be applicable to taxable years263
302302 beginning on or after such date.264
303303 SECTION 3.265
304304 All laws and parts of laws in conflict with this Act are repealed.266
305305 H. B. 8
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