What Is a Wyoming LLC Operating Agreement?
A Wyoming LLC operating agreement helps you record your own operating rules for your LLC. With this document, you can establish the following elements for your LLC (WY Stat § 17-29-110):
- Management structure (member-managed or manager-managed)
- Profit distribution
- Voting rights
- Capital contributions
- Buyouts and transfers of interest
- Taxation method/status
Because Wyoming state law doesn’t require members to be listed on the public record, your operating agreement is the main way to outline ownership.
Does Wyoming Require an Operating Agreement for an LLC?
Wyoming does not require an operating agreement for your LLC. However, it’s highly recommended to have one, as your LLC will operate under the state’s default rules without one.
Plus, different institutions may request it, depending on the situation. For example, a court may ask for it if your business is in a lawsuit to verify the LLC’s internal structure and legitimacy. Other situations where it may be needed include the following:
- A title company needs to see it if your business is buying real estate to confirm its right to buy.
- A lender needs to see it before issuing a business loan to identify liability.
- A bank needs to see it before opening a business bank account to prevent fraud.
How to Form an LLC in Wyoming
While an operating agreement in Wyoming is not needed, you must complete and file the articles of organization with the Secretary of State’s office. This document officially forms your LLC with the state.
Legal Considerations for a Wyoming LLC Operating Agreement
As you write your Wyoming LLC operating agreement, keep these key considerations in mind to ensure your agreement is legally binding:
- “Close LLC” status. Wyoming is one of the few states that allow for “close LLC” status (WY Stat § 17-25-103). It lets smaller, family-run businesses maintain tight control over ownership. If you list this status in your articles of organization and reinforce it in your operating agreement, you can implement stricter rules about who can buy or inherit a member’s interest.
- Single- and multi-member LLCs. WY Stat § 17-29-111 supports the enforcement of operating agreements for single-member and multi-member LLCs.
- Duties. All members owe duties of care and loyalty to each other. They must also act in good faith and fair dealing (WY Stat § 17-29-409(d)). Your operating agreement should emphasize these duties and only restrict them within the “freedom of contract” that state law provides.
- Reliance on the operating agreement. Members, managers, and former members are bound by the operating agreement, regardless of what the public record says (WY Stat § 17-29-112(d)).
Sample Wyoming LLC Operating Agreement
View an example of our Wyoming LLC operating agreement template to see how to structure yours. Include your preferences for running your LLC so you don’t have to fall back on the state’s laws. Download your final agreement in PDF or Word format, then distribute copies to your members and any institutions that request it.
