ARTICLE 1 - GENERAL PROVISIONS
 
17-29-101.  Short title.
 
This chapter may be cited as the "Wyoming Limited Liability Company Act".
 
17-29-102.  Definitions.
 
(a)  As used in this chapter:
 
(i)  "Articles of organization" means the articles required by W.S. 17-29-201(b). The term includes the articles as amended or restated;
 
(ii)  "Contribution" means any benefit provided by a person to a limited liability company:
 
(A)  In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;
 
(B)  In order to become a member after formation of the company and in accordance with an agreement between the person and the company; or
 
(C)  In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.
 
(iii)  "Debtor in bankruptcy" means a person that is the subject of:
 
(A)  An order for relief under Title 11 of the United States Code or a successor statute of general application; or
 
(B)  A comparable order under federal, state or foreign law governing insolvency.
 
(iv)  "Designated office" means:
 
(A)  The office of a registered agent that a limited liability company is required to designate and maintain under W.S. 17-28-101; or
 
(B)  The principal office of a foreign limited liability company.
 
(v)  "Distribution", except as otherwise provided in W.S. 17-29-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest;
 
(vi)  "Effective" with respect to a record required or permitted to be delivered to the secretary of state for filing under this article, means effective under W.S. 17-29-205(c);
 
(vii)  "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter;
 
(viii)  "Limited liability company", except in the phrase "foreign limited liability company", means an entity formed under this chapter;
 
(ix)  "Low profit limited liability company" means a limited liability company that has set forth in its articles of organization a business purpose that satisfies, and which limited liability company is at all times operated to satisfy, each of the following requirements:
 
(A)  The entity significantly furthers the accomplishment of one (1) or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes;
 
(B)  No significant purpose of the entity is the production of income or the appreciation of property provided, however, that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
 
(C)  No purpose of the entity is to accomplish one (1) or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code.
 
(x)  "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in W.S. 17-29-407(c);
 
(xi)  "Manager-managed limited liability company" means a limited liability company that qualifies under W.S. 17-29-407(a);
 
(xii)  "Member" means a person that has become a member of a limited liability company under W.S. 17-29-401 and has not dissociated under W.S. 17-29-602;
 
(xiii)  "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company;
 
(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;
 
(xv)  "Organizer" means a person that acts under W.S. 17-29-201 to form a limited liability company;
 
(xvi)  "Person" means as defined by W.S. 8-1-102(a)(vi);
 
(xvii)  "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state;
 
(xviii)  "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
 
(xix)  "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature;
 
(xx)  "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States;
 
(xxi)  "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift or transfer by operation of law;
 
(xxii)  "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right;
 
(xxiii)  "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member;
 
(xxiv)  "Financial institution" means a bank, savings and loan association or state chartered credit union;
 
(xxv)  "Majority of the members," unless the operating agreement provides otherwise, means:
 
(A)  For a limited liability company formed before July 1, 2010, more than fifty percent (50%) of its membership interests based on each member’s proportionate contribution to the capital of the limited liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members, unless the limited liability company amends its articles of organization to provide otherwise;
 
(B)  For a limited liability company formed on or after July 1, 2010, a per capita majority of the members.
 
17-29-103.  Knowledge; notice.
 
(a)  A person knows a fact when the person:
 
(i)  Has actual knowledge of it; or
 
(ii)  Is deemed to know it under paragraph (d)(i) of this section or law other than this chapter.
 
(b)  A person has notice of a fact when the person:
 
(i)  Has reason to know the fact from all of the facts known to the person at the time in question; or
 
(ii)  Is deemed to have notice of the fact under paragraph (d)(ii) of this section.
 
(c)  A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
 
(d)  A person that is not a member is deemed:
 
(i)  To know of a limitation on authority to transfer real property as provided in W.S. 17-29-302(g); and
 
(ii)  To have notice of a limited liability company's:
 
(A)  Dissolution, ninety (90) days after articles of dissolution under W.S. 17-29-702(b)(ii)(A) and the limitation on the member's or manager's authority as a result of the statement of dissolution becomes effective;
 
(B)  Reserved; and
 
(C)  Merger, conversion, continuance, transfer or domestication, ninety (90) days after articles of merger, conversion, continuance, transfer or domestication under article 10 of this chapter become effective.
 
17-29-104.  Nature, purpose and duration of limited liability company.
 
(a)  A limited liability company is an entity distinct from its members.
 
(b)  A limited liability company may have any lawful purpose, regardless of whether for profit.
 
(c)  A limited liability company has perpetual duration.
 
(d)  Limited liability companies may be organized under this chapter for any lawful purpose, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).
 
(e)  Nothing in this chapter shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law from forming a limited liability company if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. No limited liability company may offer professional services or practice a profession except by and through its licensed members or licensed employees, each of whom shall retain his professional license in good standing and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a limited liability company.
 
17-29-105.  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.
 
17-29-106.  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.
 
17-29-107.  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.
 
17-29-108.  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 company formed under the provisions of this act except the name of a low profit limited liability company, as defined in W.S. 17-29-102(a)(ix) shall contain the abbreviations "L3C," "l3c," "low profit ltd. liability company," "low profit ltd. liability co." or "low profit limited liability co.". In addition, the limited liability company name may not:
 
(i)  Contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization;
 
(ii)  Be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401;
 
(iii)  Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement or the Nonprofit Corporation Act.
 
(b)  Nothing in this article shall prohibit the use of a tradename in accordance with applicable law.
 
17-29-109.  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 filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name for which application has been made is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty (120) day period.
 
(b)  The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
 
17-29-110.  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 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;
 
(x)  Reserved; or
 
(xi)  Reserved.
 
17-29-111.  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.
 
(b)  A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
 
(c)  Two (2) or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One (1) person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
 
17-29-112.  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 satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
 
(b)  The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.
 
(c)  If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under W.S. 17-29-110(c) if contained in the operating agreement, the provision is likewise ineffective in the record.
 
(d)  Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
 
(i)  The operating agreement prevails as to members, dissociated members, transferees and managers; and
 
(ii)  The record prevails as to other persons to the extent they reasonably rely on the record.
 
17-29-113.  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 17-28-111.
 
(b)  The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited liability companies.
 
17-29-114.  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 complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. A foreign limited liability company's certificate of authority shall be revoked or reinstated in the manner provided for foreign corporations in W.S. 17-16-1530 through 17-16-1532.