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Wyoming LLC Operating Agreement

A Wyoming operating agreement is a legal document that establishes the rules and structure of your LLC. Your operating agreement is a legally binding agreement between you and your members on how your LLC will handle important procedures like voting, transferring membership interest, allocating profits and losses, and dissolution, should the time come.

An operating agreement is an internal document, so you don’t need to file it with the Wyoming Secretary of State. But having an operating agreement on file that fits your LLC’s needs is essential. That’s why at Northwest, we offer attorney-drafted operating agreement templates for a range of situations.

Why should a Wyoming LLC have an operating agreement?

A Wyoming LLC should have an operating agreement because a company cannot act for itself. In order to operate, LLCs require real humans (and other entities) to carry out company operations.

In Wyoming, per WY Stat § 17-29-102 (2019), an operating agreement can be oral, implied, or in a record. We (and any lawyer worth her salt) recommend you get your operating agreement down in writing. Here’s why.

1. Your operating agreement proves you own your LLC.

Wyoming is a great state for privacy protection—it doesn’t require member names or addresses to be listed on Articles of Organization. But if you have a registered agent form your LLC to keep your information off the public record, it can be tricky to prove that you own your Wyoming LLC.

This is where an operating agreement comes in handy. It will list the names and addresses of your members, so you can use it to show a bank or a potential landlord who owns your LLC. And since it’s an internal document, your members’ privacy is protected.

2. An operating agreement can help reinforce your limited liability status.

The main perk of forming an LLC in Wyoming is, of course, the liability protection it affords its owners. But that limited liability isn’t bulletproof. To maintain limited liability, an LLC must be able to demonstrate that it’s a separate legal entity from its members, unlike a sole proprietorship or general partnership. Adopting an operating agreement is a formality that does just that.

3. An operating agreement can head off misunderstandings.

Miscommunication happens, even among good friends. It’s important to cement verbal agreements in writing so that you have something to refer to if a dispute arises.

4. An operating agreement can override Wyoming’s default laws.

In the absence of an operating agreement, Wyoming’s state laws govern your LLC. Those laws might not be a great fit for your LLC. For better control over your LLC, you’ll want a customized operating agreement.

Wyoming Case Law

We asked our lawyers for an example of how an operating agreement can make or break your LLC. Here’s what they said.*

“Consider the case of Kite Ranch, LLC where the failure to actually adopt and maintain an operating agreement led to disputes among the members, resulting in extensive and expensive litigation. Such valuable resources could have been preserved had the members of the LLC taken the time to memorialize and distill their understanding into an operating agreement. Because the members of the LLC in Kite Ranch failed to adopted and maintained an operating agreement, specifically one that addressed the importance of capital contributions to the LLC, the dispute related to LLC management escalated to litigation among the members, jeopardizing the viability of the LLC’s operations and the relationships among the members.

For the above reasons (and more), a reasonably prudent business owner would (and should) adopt and maintain an operating agreement.”

What is included in a Wyoming operating agreement?

Your operating agreement is the blueprint for how your Wyoming LLC will function internally. Technically, it could include anything not prohibited by Wyoming state statutes, but a strong operating agreement should cover:

  • Transfer of membership interest
  • Voting rights and decision-making powers
  • Initial contributions
  • Profits, losses, and distributions
  • Management
  • Compensation
  • Bookkeeping procedures
  • Dissolution

Wyoming LLC Operating Agreement Template

Our LLC operating agreements are written by an attorney and work for a range of situations. Find the one that best suits your LLC below.

FAQs

Is an operating agreement required in Wyoming?

Wyoming’s state statutes don’t require an LLC to adopt an operating agreement. However, if you don’t have one, your LLC will automatically be governed by the Wyoming Limited Liability Company Act.

Do I have to file my operating agreement in Wyoming?

No. Your operating agreement is an internal document, kept on record with your LLC.

Does a single-member LLC need an operating agreement?

Yes. It may seem silly to adopt a written agreement with yourself, but doing so will allow your LLC to open a bank account, override Wyoming’s default LLC laws, and—perhaps most significantly for a single-member LLC—guard your limited liability status. Without an operating agreement, a single-member LLC can seem perilously similar to a sole proprietorship—a business entity without limited liability protection.

*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.

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