Generate document
Generate

The Wyoming LLC operating agreement is a recommended but not required legal document for use by both single and multi-member LLC operations. With it, company operators can define the roles and responsibilities of its members and distinguish the business in order to protect legal liability.

From WY Stat § 17-29-102 (2019):

(xiv) “Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in W.S. 17-29-110(a). The term includes the agreement as amended or restated.

Wyoming Operating Agreement Law

Per Sec. 17-29-110 of the Wyoming Statutes:

(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 company;
(ii) The rights and duties under this chapter of a person in the capacity of manager;
(iii) The activities of the company and the conduct of those activities;
(iv) The means and conditions for amending the operating agreement;
(v) Management rights and voting rights of members;
(vi) Transferability of membership interests;
(vii) Distributions to members prior to dissolution;
(viii) All other aspects of the management of the limited liability company.
(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.
(c) An operating agreement shall not:
(i) Vary a limited liability company’s capacity under W.S. 17-29-105 to sue and be sued in its own name;
(ii) Vary the law applicable under W.S 17-29-106;
(iii) Vary the power of the court under W.S. 17-29-204;
(iv) Reserved;
(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);
(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410;
(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);
(viii) Vary the requirement to wind up a limited liability company’s business as specified in W.S. 17-29-702(a) and (b)(i);
(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;

Forming an LLC in Wyoming

  1. Conduct a name search
  2. Choose a registered agent
  3. File formation articles
  4. Draft an operating agreement

Every LLC in Wyoming needs a legally registered business name to qualify as an LLC. This name must be unique and include one of:

  • LLC
  • L.L.C.
  • LC
  • L.C.
  • Limited Liability Company

The name cannot include government agencies such as FBI, CIA, Treasury, etc. It also cannot use corp, inc, or any other business type in the name.

The name may include restricted words that relate to the business type or profession (attorney, bank, university), as long as a licensed practitioner is part of the LLC.

To conduct the name search, use the Wyoming Secretary of State Business Entity Search website.

Step 2: Choose Your Registered Agent

Every LLC in Wyoming is required to nominate a registered agent for the company. The registered agent holds the responsibility of accepting legal documents on behalf of the company.

The agent must:

  • Be 18 years or older
  • Be available during business hours (9am – 5pm local time)
  • Be a resident of the state
  • Have a physical (not a P.O. Box) address in Wyoming

If using a registered agent service, the agent must be authorized to do business in Wyoming.

Step 3: File Your Formation Articles

Articles of formation are filed to legally establish an LLC. They can be filed online or by mail, but online submissions can be processed more quickly without waiting for mailing.

The type of application you will file depends on whether you’re forming a new company within Wyoming, or expanding a pre-existing company to do business in the state.

Domestic LLC formations require the filing of Articles of Organization, which can be filed online or by mail without the option for expedited processing.

Online Filing (Domestic):

  • $100 filing fee (+$2 online filing fee)
  • Turnaround time: 3-5 business days
  • Submit online

Mailed Filing (Domestic):

  • $100 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Fill out the form online or after printing and mail to:

Wyoming Secretary of State
2020 Carey Avenue, Suite 700
Cheyenne, WY 82002

Foreign LLC formations in Wyoming must complete the Articles of Continuance and include a copy of the original formation articles that established the entity. This cannot be filed online.

Mailed Filing (Foreign):

  • $100 filing fee
  • Turnaround time: 3-5 business days upon receipt
  • Fill out the form online or after printing and mail to:

Herschler Building East, Suite 101
122 W 25th Street
Cheyenne, WY 82002-0020

Step 4: Draft a Wyoming Operating Agreement

While not required, it is highly recommended to create an operating agreement for single or multi-member LLCs. This legal documentation may be used to standardize rules and regulations, as well as organize internal affairs.

A Wyoming operating agreement is recommended to document organization, responsibilities, ownership percentage, voting rights, capital contributions, profit and loss distribution, and more.

The operating agreement requires that each member signs off on provisions, thereby eliminating or reducing the possibility of future conflict. It can settle disputes between multiple members, or act as proof in court when signed and acknowledged by all parties involved. It is recommended that each member keeps a copy, and that a copy is held with the other business records until needed. The agreement does not need to be filed with the state.