Title 17, Corporations, Partnerships And Associations

Powers. A limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities.

Governing law. (a) The law of this state governs: (i) The internal affairs of a limited liability company; and (ii) The liability of a member as member and a manager as manager for the debts, obligations or other liabilities of a limited liability company.

Supplemental principles of law; applicability. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) The Financial Technology Sandbox Act shall apply to this chapter.

Name. (a) The words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." shall be included in the name of every limited liability comp…

Reservation of name. (a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filin…

Operating agreement; scope, function and limitations. (a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following: (i) Relations among the members as members and between the members and the limited liability co…

Operating agreement; effect on limited liability company and persons becoming members; preformation agreement. (a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. …

Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company. (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfactio…

Registered office and registered agent to be maintained. (a) Each limited liability company shall have and continuously maintain in this state: (i) A registered office as provided in W.S. 17-28-101 through 17-28-111; (ii) A registered agent as provided in W.S. 17-28-101 through 1…

Foreign limited liability companies; operation; revocation and reinstatement of certificates of authority. To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by …

Formation of limited liability company; articles of organization. (a) One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization. (b) Articles of organization shall stat…

Amendment or restatement of articles of organization. (a) Articles of organization may be amended or restated at any time. Articles of organization shall be amended when: (i) There is a change in the name of the limited liability company; (ii) There is a false or erroneous statem…

Signing of records to be delivered for filing to secretary of state. (a) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as follows: (i) Except as otherwise provided in paragraphs (ii) through (iv) of this subsection, a record sign…

Signing and filing pursuant to judicial order. (a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order: (i)…

Delivery to and filing of records by secretary of state; effective time and date. (a) A record authorized or required to be delivered to the secretary of state for filing under this chapter shall be captioned to describe the record's purpose, be in a medium permitted by the secre…

Correcting filed record. (a) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary of…

Liability for inaccurate information in filed record. (a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover dam…

Certificate of existence or authorization. (a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the secretary of state show that the …

Annual report for secretary of state. (a) Every limited liability company organized under the laws of this state and every foreign limited liability company which obtains a certificate of authority to transact and carry on business within this state shall file with the secretary …

Fees; annual fee. (a) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies for: (i) Filing the original articles of organization, one hundred dollars ($100.00); (ii) For amending the articles of organization…

Series of members, managers, transferable interests or assets. (a) An operating agreement may establish or provide for the establishment of one (1) or more designated series of members, managers, transferable interests or assets. This section shall govern any matter with respect …

No agency power of member as member. (a) A member is not an agent of a limited liability company solely by reason of being a member. (b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company b…

Statement of authority. (a) A limited liability company may deliver to the secretary of state for filing a statement of authority. The statement: (i) Shall include the name of the company and the street and mailing addresses of its designated office; (ii) With respect to any posi…

Statement of denial. (a) A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that: (i) Provides the name of the limited liability company and the caption of the statement of authori…

Liability of members and managers. (a) The debts, obligations or other liabilities of a limited liability company, whether arising in contract, tort or otherwise: (i) Are solely the debts, obligations or other liabilities of the company; and (ii) Do not become the debts, obligati…

Becoming a member. (a) If a limited liability company is to have only one (1) member upon formation, the person becomes a member as determined by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, …

Form of contribution. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property and contracts for services to be performed.

Liability for contributions. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate…

Sharing of and right to distributions before dissolution. (a) Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except: (i) To the extent otherwise provided in a written or v…

Limitations on distribution. (a) A limited liability company shall not make a distribution if after the distribution: (i) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (ii) The company's total assets would…

Liability for improper distributions. (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of W.S. 17-29…

Management of limited liability company. (a) A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement: (i) Expressly provides that: (A) The company is or will be "manager-managed"; (B) The company is …

Indemnification and insurance. (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's…

Standards of conduct for members and managers. (a) A member of a member-managed limited liability company owes to the company and, subject to W.S. 17-29-901(b), the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c). (b) The duty of loyalty o…

Right of members, managers and dissociated members to information. (a) In a member-managed limited liability company, the following rules apply: (i) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the compan…

Nature of transferable interest. A transferable interest is personal property.

Transfer of transferable interest. (a) A transfer, in whole or in part, of a transferable interest: (i) Is permissible; (ii) Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability com…

Charging order. (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to …

Power of personal representative of deceased member. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in W.S. 17-29-502(c) and, for the purposes of settling the estate, the rights of a c…

Member's power to dissociate; wrongful dissociation. (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under W.S. 17-29-602(a)(i). (b) A person's dissociation from a limited liability company is …

Events causing dissociation. (a) A person is dissociated as a member from a limited liability company when: (i) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, …

Effect of person's dissociation as member. (a) When a person is dissociated as a member of a limited liability company: (i) The person's right to participate as a member in the management and conduct of the company's activities terminates; (ii) If the company is member-managed, t…

Events causing dissolution. (a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (i) An event or circumstance that the operating agreement or articles of organization states causes dissolution; (ii) The co…

Winding up. (a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities, a limited liability company: (i) Shall discharge the company's debts, obligations, …

Known claims against dissolved limited liability company. (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsectio…

Other claims against dissolved limited liability company. (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice authorized by subsection (…