Wyoming LLC Operating Agreement Template

Wyoming LLC Operating Agreement Law

The Wyoming Limited Liability Company Act treats an operating agreement as the agreement of all the members of an LLC, including a sole member. The agreement can be oral, in a record, implied or any combination of these.^[1.1] It governs the company's internal affairs, from the relations among the members to the way the agreement is amended.^[1.2]

Subjects the Agreement Governs

Under Wyo. Stat. Ann. § 17-29-110, the operating agreement governs all of the following, except as that section otherwise provides.^[1.2]

• Relations among the members as members, and between the members and the company.
• The rights and duties under the Act of a person acting as manager.
• The company's activities and the way they are carried out.
• The means and conditions for amending the operating agreement.
• Management rights and voting rights of members.
• Transferability of membership interests.
• Distributions to members before dissolution.
• All other aspects of the management of the LLC.

Gaps in the Agreement

The statute also says what happens to a matter the agreement does not cover.

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.

In plain words, the Act fills the gaps. The agreement controls what it covers, and the Act governs the rest.

Parties the Agreement Binds

A Wyoming LLC is bound by its operating agreement and may enforce it, whether or not the company itself has manifested assent to it. A person who becomes a member is deemed to assent to the operating agreement.^[1.4] The obligations of the company and its members to a person acting as a transferee or a dissociated member are governed by the operating agreement.^[1.5]

Agreements Made Before the Company Exists

Two or more people who intend to become the initial members of an LLC may make an agreement that becomes the operating agreement when the company is formed. One person who intends to become the initial member may assent to terms that become the operating agreement on formation in the same way.^[1.4]

Amendments That Need Outside Approval

An operating agreement may say that an amendment needs the approval of a person who is not a party to the agreement, or that a condition must be met. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.^[1.5]

How to Fill Out the Wyoming LLC Operating Agreement

The Wyoming LLC operating agreement template is a form of about 15 pages for an LLC with one member, whom the form calls the Member. The company is manager-managed, so the form also names the Managers and sets out its management structure. Work through it in order. The first page holds the name and address blanks, and the rest are checkboxes, dates and the schedules at the end.

Have these business details ready before you open the form, and check each one against your state filing.

• The LLC's exact business name and the filing date of the Articles of Organization with the state.
• The principal office address and the registered agent's name and address.
• The Member's legal name and address, and the names of any Managers and Officers.
• The start and end dates of the fiscal year.
• A short description of the Member's initial capital contribution.

1. Preamble (page 1). Enter the company name, the state of formation, the date on the dated-as-of line and the name of the Member. For example, a made-up company called Sample Frontier Holdings LLC with a Member named Anna Baker. The line has a preprinted year of 2021, so check it against the date you sign.
2. Formation paragraph (page 1). Enter the state, the filing date of the Articles of Organization and the reference to the LLC statute in the blanks of the second paragraph. These formation details should match your state filing, so copy them from the state record rather than from memory.
3. Sections 1 and 2, Name and Principal Business Office (page 1). Repeat the company name in Section 1 and enter the principal business office address in Section 2. A made-up address such as 123 Main Street shows the format.
4. Section 3, Registered Office (page 1). Enter the legal name and address of the registered agent on the line provided, as shown in your state filing. The registered agent line is the only entry in this section.
5. Section 6, Purposes (page 2). Check one box. Either write a description of the business, or choose all matters permitted by applicable law. A short business description is usually enough.
6. Section 8, Managers (page 2). Enter the initial number of Managers for the management of the business. Their names go on Schedule B.
7. Section 8(g), Compensation of Managers (pages 3 and 4). Check one box. Either Managers may be paid expenses for meetings, or no compensation or reimbursement is paid.
8. Section 9, Officers (page 4). Check one box. Either the company has no Officers, or it has Officers, who are then listed on Schedule B.
9. Section 15, Fiscal Year (page 6). Enter the date the fiscal year starts and the date it ends.
10. Section 30, Effectiveness (page 10). Enter the formation date, meaning the date the entity was legally formed, matching the date on page 1. Use the date from your state filing.
11. Signature block (page 11). The Member signs on the By line and prints a name and title. The form has no separate witness or notary block.
12. Schedule A (page 12). In the definition of Articles of Organization, enter the formation date of the entity. Leave the rest as printed.
13. Schedule B (page 14). Enter the Member's name and address, then up to six initial Managers and up to six initial Officers.
14. Schedule C (page 15). Describe what the Member contributed to the company at the start, such as cash or equipment.

When every blank is complete, read the agreement once from the first page to the last, sign the Member line, and keep a copy with the LLC's business records. To complete the downloaded PDF on screen, use our PDF editor.

Need a template for another state? Start from our LLC operating agreement template page.

Frequently Asked Questions

These questions cover what happens without an agreement, single-member and oral agreements, who is bound, agreements made before formation, and amendments that need approval. Each answer comes from the Wyoming Limited Liability Company Act.

What happens if an LLC does not have an operating agreement?

To the extent the operating agreement does not provide for a matter the agreement can govern, the Wyoming Limited Liability Company Act governs that matter. In other words, where the agreement is silent, the statute fills the gap.^[1.3]

Does Wyoming recognize a single-member operating agreement as valid and enforceable?

Yes, the Act recognizes it. It defines an operating agreement as the agreement of all the members of an LLC, including a sole member. The Act covers a single-member LLC and a multi-member LLC alike, because the agreement is that of all the members.^[1.1] The company is bound by the operating agreement and may enforce it.^[1.4] This FormsPal template is written for an LLC with one member.

Can a Wyoming operating agreement be oral?

Yes. The Act counts an operating agreement whether or not it is called one, and whether it is oral, in a record, implied or any combination of these.^[1.1] Many LLCs still put the terms in writing so the members can see exactly what they agreed.

Who is bound by a Wyoming LLC operating agreement?

Three parties are tied to the agreement under the Act.

• The LLC itself, which is bound by the operating agreement and may enforce it, whether or not the company has manifested assent to it.
• A person who becomes a member, who is deemed to assent to the operating agreement.^[1.4]
• A transferee or a dissociated member, whose dealings with the company and its members are governed by the operating agreement.^[1.5]

Can an operating agreement be made before the LLC exists?

Yes. Two or more people who intend to become the initial members may agree that their agreement becomes the operating agreement when the company is formed. One person who intends to become the initial member may assent to terms that become the operating agreement in the same way.^[1.4]

Can an amendment need approval from someone outside the agreement?

Yes. An operating agreement may specify that an amendment requires the approval of a person who is not a party to the agreement, or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the condition.^[1.5]

Other Wyoming Forms
We offer a variety of essential Wyoming documents to anyone striving for simplicity when handling various paperwork in the state.

Wyoming Last Will Wyoming Bill of Sale Wyoming Power of Attorney Wyoming Non-compete Agreement Wyoming Prenuptial Agreement

General information, not legal or tax advice.

Sources

1. Wyo. Stat. Ann. §§ 17-29-102 to 17-29-112.
   • 1.1 § 17-29-102
   • 1.2 § 17-29-110
   • 1.3 § 17-29-110(b)
   • 1.4 § 17-29-111
   • 1.5 § 17-29-112

Jennifer M. Settles

Author & Attorney

With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.