Who governs a corporation in Georgia?

In Georgia, a corporation is governed by a Board of Directors and officers, making this the correct answer. The Board of Directors is responsible for overseeing the management of the corporation and making major decisions on behalf of the company, including financial decisions, corporate policies, and overall strategic direction. The officers, who are appointed by the Board, handle the day-to-day operations and implementation of the decisions made by the Board.

Shareholders, while they do have a significant role in the corporate structure, primarily hold ownership interest in the corporation and are entitled to vote on critical issues such as electing the Board of Directors or approving major changes to the company. However, they do not typically manage the organization directly.

Members of an LLC manage the LLC rather than a corporation, as LLCs operate under different governance structures compared to corporations. The Secretary of State's role is primarily administrative, including maintaining public records and ensuring compliance with state laws, but they do not govern corporations directly.