Management and decision-making authority, often referred to as corporate governance, differ between corporations and limited liability companies (LLCs) in several ways: 1. Corporations: In a corporation, management and decision-making authority are typically divided among three key groups: shareholders, board of directors, and officers. Shareholders are the owners of the corporation and have the ultimate authority to elect the board of directors. The board of directors oversees the major decisions of the corporation and appoints officers, such as the CEO, CFO, and COO, who are responsible for day-to-day management. Corporate governance in a corporation involves establishing policies, procedures, and structures to ensure accountability, transparency, and ethical conduct in decision-making. 2. Limited Liability Companies (LLCs): In an LLC, management and decision-making authority can be structured in a more flexible manner. LLCs can be member-managed, where all owners (members) participate directly in management decisions, or manager-managed, where one or more designated managers are responsible for running the business. In member-managed LLCs, each member typically has equal authority unless otherwise specified in the operating agreement. In manager-managed LLCs, managers are appointed by the members and have the authority to make day-to-day decisions on behalf of the company. Corporate governance in an LLC is typically outlined in the operating agreement, which establishes the rules and procedures for managing the company. Overall, the management and decision-making structure of a business entity, whether a corporation or an LLC, should align with the preferences and objectives of its owners and stakeholders. Each structure offers advantages and disadvantages in terms of flexibility, control, and regulatory requirements, so it's essential for entrepreneurs to carefully consider their options and seek professional advice when determining the most suitable governance framework for their business.