What governs the structure of an LLC in Georgia?

The structure of a Limited Liability Company (LLC) in Georgia is primarily determined by the Operating Agreement, which is a foundational document outlining the management and organizational framework of the LLC. This agreement allows members to designate either a member-managed or manager-managed structure, providing flexibility in how the LLC operates.

In a member-managed LLC, all members participate in the day-to-day management, while in a manager-managed LLC, members appoint one or more managers to handle operations, which can include both members and non-members. The Operating Agreement specifies managerial roles, rights, and responsibilities, ensuring clarity in governance among the members.

The other options do not accurately reflect the governance structure of an LLC in Georgia. A Board of Directors is typically associated with corporations, not LLCs. The state government provides regulatory frameworks but does not directly govern the internal structure of an LLC. Lastly, shareholder voting is relevant to corporations rather than LLCs, where members have a direct say as outlined in the Operating Agreement.