M&A Advisory in Georgia

Georgia taxes both individuals and C corporations at a flat 5.19% for tax year 2025, scheduled to drop to 5.09% in 2026 and 4.99% by 2027 under HB 111. Capital gains are taxed as ordinary income with no preferential state rate — on an $18M gain, Georgia tax runs approximately $934,200 before structural mitigation. Pass-through entity tax elections under O.C.G.A. §48-7-23 are available annually at the same flat rate, providing a SALT-cap workaround through 2029 since Georgia decoupled from OBBBA's SALT cap increase via HB 1199 (2026).

Georgia is a fixed-date IRC conformity state. HB 1199 (signed March 20, 2026) advanced conformity to January 1, 2026, capturing OBBBA's QSBS enhancements: tiered 50%/75%/100% exclusion at 3/4/5-year holds, $75M gross-asset threshold, and $15M per-issuer cap (inflation-indexed from 2027). Georgia conformed to §1202 while decoupling from OBBBA's SALT cap, tip/overtime deductions, §168(n) production property, and §174A R&E expensing. C-corp conversion analyses should be modeled at least 5 years pre-exit to maximize the tiered exclusion.

Georgia's Entertainment Industry Investment Act provides a 20% transferable credit plus a 10% uplift on qualified in-state spend of ≥$500,000, with no annual program cap, no per-project cap, and no sunset. Georgia issued roughly $887M in film credits in 2025. In M&A, buyers routinely purchase credits at a 7–13% discount ($0.87–$0.93 per $1) via Form IT-TRANS to offset post-closing Georgia PTET or corporate tax. Unsold credits on the target's balance sheet become working-capital or purchase-price adjustment items requiring disclosure and separate valuation in QoE.

A buyer of a business is personally liable up to the purchase price for the seller's unpaid Georgia sales/use and withholding taxes under O.C.G.A. §48-8-46 — the standard cure is a Tax Clearance Certificate from the Georgia DOR. Processing typically takes 60–90+ days from submission. Deal teams that initiate this process at or after LOI signing routinely face closing delays and buyer escrow demands. Early initiation (6+ months pre-close) is non-negotiable for asset deal structures. The 72-day window in the representative Georgia logistics deal described in this playbook nearly threatened the close.

Georgia's Quality Jobs Tax Credit (§48-7-40.17) provides $2,500–$5,000 per qualified job for 5 years with a 10-year carryforward. The Job Tax Credit under §48-7-40 includes a Port Activity bonus for Port of Savannah/Brunswick users — a meaningful advantage for logistics, agribusiness, and manufacturing targets. Retraining Tax Credits are also available. All of these credits can survive change of control with proper structuring and purchase agreement provisions; failure to catalog them pre-marketing leaves value on the table and can reduce the agreed purchase price at closing.

Georgia has no state estate tax and no inheritance tax — the Georgia estate tax was repealed with the 2005 phase-out of the federal state-death-tax credit (O.C.G.A. §48-12-1 repealed). Combined with OBBBA's permanent $15M individual / $30M joint federal exemption effective January 1, 2026, Georgia-domiciled sellers can execute GRATs, IDGTs, SLAT trusts, and QSBS-stacking non-grantor trusts without layering state transfer tax — a meaningful contrast to Massachusetts ($2M exemption), New York ($7.16M cliff), and Oregon ($1M exemption).