Georgia’s New Officer Liability Shield Option

For years, Georgia corporations have been able to include a provision in their articles of incorporation limiting a director’s personal liability for money damages arising from a breach of the duty of care. Officers never had that same protection, until now.

Governor Brian Kemp signed House Bill 1185 on May 11, 2026, and its changes to the Georgia Business Corporation Code took effect July 1, 2026. Among several reforms to how shareholder disputes are litigated, the bill amends O.C.G.A. § 14-2-202(b)(4) to let a corporation’s articles of incorporation eliminate or limit an officer’s personal liability for monetary damages arising from a breach of the duty of care, mirroring the exculpation that has long been available to directors. The protection is not automatic. It has to be adopted as a provision in the articles of incorporation, which for an existing corporation means board approval followed by a shareholder vote. And it has real limits: it does not reach claims involving appropriation of a business opportunity, intentional misconduct or a knowing violation of law, unlawful distributions, or a transaction where the officer received an improper personal benefit. The same legislation also lets a corporation’s charter or bylaws require that internal disputes, things like fiduciary duty claims and records inspection demands, be brought exclusively in Georgia’s State-wide Business Court.

For a company forming a new Georgia corporation, this is now a question worth deciding at the drafting table rather than retrofitting later: whether to include officer exculpation language in the original articles, alongside the director protection most charters already carry. For an existing corporation, adding it means a charter amendment, so it is worth raising at the next point you are already touching governance documents, a financing round, a reincorporation, or an annual review, rather than treating it as a standalone project. Founders who also serve as officers should understand that the exculpation only reaches duty-of-care claims, not loyalty, good faith, or the carve outs above, so it changes the risk calculus without eliminating it.

If you are forming a new Georgia entity, updating your articles, or want to know whether adding officer exculpation makes sense for your company, we would be glad to talk it through.

Read the bill here: https://gov.georgia.gov/document/2026-signed-legislation/hb-1185/download