Georgia LLC Management Structure Options
Q: What are the LLC management structure options in Georgia?
Georgia LLCs may be member-managed (all members run the business) or manager-managed (designated managers handle operations). The choice is made in the Articles of Organization or operating agreement. Under O.C.G.A. § 14-11-204, the default is member-managed unless the Articles specify otherwise. An operating agreement is not required but allows you to customize management authority and decision-making procedures.
Member-Managed LLCs
In a member-managed LLC, all members have equal authority to manage the business and bind the LLC in ordinary transactions. This structure works well for small LLCs with few active owners. Members may make decisions collectively or delegate specific responsibilities through an operating agreement. No managers are appointed—ownership and management authority rest with the members.
Manager-Managed LLCs
Owners may designate one or more managers to handle day-to-day operations while members retain ownership interests. Managers need not be members themselves. This structure suits larger LLCs or those with passive investors who prefer not to participate in management. The Articles of Organization must clearly identify the manager-managed election under O.C.G.A. § 14-11-204.
How to Choose Your Structure
Specify your management structure in the Articles of Organization when filing with the Georgia Secretary of State. If you don't specify, Georgia defaults to member-managed. Single-member LLCs may elect either structure—the sole member can manage directly or appoint an outside manager.
Operating Agreement Customization
Georgia does not require a written operating agreement under O.C.G.A. Title 14, Chapter 11. However, an operating agreement is essential to customize management beyond statutory defaults. It can:
- Define specific manager or member duties and decision-making authority
- Establish voting thresholds for major decisions
- Restrict member authority to bind the LLC
- Set compensation and profit-sharing arrangements
- Detail dissolution and winding-up procedures
Without a written agreement, Georgia's LLC Act governs your internal affairs, which may limit flexibility.
Key Points
Authority to bind the LLC belongs to any member in a member-managed LLC, or to designated managers in a manager-managed LLC, unless restricted by operating agreement.
Foreign owners are permitted and may serve as members or managers under Georgia law.
Changing structures later requires amending your Articles of Organization, so decide your preference before initial filing.
This is general information, not legal advice.