Wyoming Single-Member LLC Operating Agreement
Create a Wyoming single-member LLC operating agreement with state-specific guidance on charging-order protection, distribution defaults, and annual fees.
Introduction
A single-member LLC operating agreement is the internal document where you, as the sole owner of a Wyoming LLC, set the rules for how your business runs, how profits are handled, and what happens if you bring on a partner or close the business later. Wyoming does not require an operating agreement to be in writing, or even signed, and the statute expressly recognizes an oral or implied agreement of a sole member. Wyoming's charging order statute also names a sole member directly, a more explicit protection than most states offer, but writing your agreement down is still the clearest evidence you are running a real business rather than using the LLC as a personal wallet.
Key Things to Know
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Wyoming does not require an operating agreement to be in writing, or even signed; the Act's own definition of 'operating agreement' expressly covers an oral or implied agreement of a sole member (Wyoming Statutes Section 17-29-102(a)(xiv)).
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Without an operating agreement, Wyoming law splits distributions in equal shares among members, not proportional to capital contribution, the opposite default from states like California and Delaware (Wyoming Statutes Section 17-29-404(a)).
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Wyoming's charging order statute names a 'sole member' directly, making it one of the more explicit statutory statements that a charging order is the exclusive remedy against a single-member LLC interest (Wyoming Statutes Section 17-29-503(g)).
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Wyoming LLCs owe an annual report license fee of $60, or two-tenths of one mill on their Wyoming-based assets, whichever is greater, due each year by the first day of the LLC's formation-anniversary month (Wyoming Statutes Section 17-29-209).
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The operating agreement can modify a member's duties of loyalty and care, but it cannot eliminate the contractual obligation of good faith and fair dealing or unreasonably restrict a member's right to company information (Wyoming Statutes Section 17-29-110(c)).
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The operating agreement itself is not filed with the state. You form the LLC by filing Articles of Organization ($100 fee) with the Wyoming Secretary of State, and must continuously maintain a Wyoming registered agent.
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Wyoming's Act expressly authorizes Series LLCs, letting one LLC create internally segregated series with separate liability shields, but only if the operating agreement, separately maintained series records, and the articles of organization all provide for it (Wyoming Statutes Section 17-29-211).
Key decisions before you file
Before you file a LLC Operating Agreement in Wyoming, a few decisions shape the document: which option to choose and what each one means. The LLC Operating Agreement guide walks through them.
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Wyoming Requirements for LLC Operating Agreement
The operating agreement governs relations among the members and between the members and the LLC, management and voting rights, and the means and conditions for amending itself, among other matters (W.S. 17-29-110(a)). It cannot, however, eliminate a member's contractual obligation of good faith and fair dealing, or unreasonably restrict a member's statutory right to company information (W.S. 17-29-110(c)).
Members and managers are not personally liable for the LLC's debts, obligations, or liabilities solely by reason of being a member or manager (W.S. 17-29-304(a)). A court may impose liability only after considering fraud, inadequate capitalization, failure to observe LLC formalities, or intermingling of company and member assets, and Wyoming law expressly states that ordinary features of running an LLC, including flexible or informal operation, cannot by themselves be held against a member or manager (W.S. 17-29-304(c)-(d)).
Specifies whether the LLC will be member-managed or manager-managed. Wyoming law presumes member-management unless the Operating Agreement states otherwise.
Ordinary-course matters are decided by a majority of the members; matters outside the ordinary course, including amending the operating agreement, require the consent of all members (W.S. 17-29-407(b)). What counts as a "majority of the members" for voting-weight purposes depends on the LLC's formation date: contribution-proportional for an LLC formed before July 1, 2010, and per-capita (one member, one vote) for an LLC formed on or after that date, unless the operating agreement provides otherwise (W.S. 17-29-102(a)(xxv)).
Unless the operating agreement provides otherwise, distributions made by the LLC before its dissolution and winding up are split in equal shares among the members, not in proportion to each member's capital contribution (W.S. 17-29-404(a)). The same equal-shares default applies to the final distribution tier when winding up the LLC, after creditors are paid and unreturned capital contributions are returned (W.S. 17-29-708(b)(ii)).
Addresses restrictions on transferring membership interests and the rights of transferees, noting that Wyoming law allows transfer of economic rights but not management rights without consent.
A member may dissociate from the LLC at any time, rightfully or wrongfully (W.S. 17-29-601). Wyoming's LLC Act does not give a dissociated member a default right to be bought out by the company: dissociation instead converts the person's interest into that of a mere transferee, with a right to receive distributions but no further right to participate in management (W.S. 17-29-603). A buyout right exists only if the operating agreement creates one.
A Wyoming LLC dissolves after 90 consecutive days with no members, among other triggering events (W.S. 17-29-701). For a single-member LLC, this does not mean automatic, immediate dissolution: if the sole member dies or otherwise ceases to be a member, a successor may be designated and admitted within 90 days, avoiding dissolution (W.S. 17-29-401(d)(vi)). On winding up, assets go first to creditors, then to return unreturned capital contributions, then in equal shares among the members (W.S. 17-29-708).
Wyoming's LLC Act does not separately mandate what records an LLC must keep. What it does provide is a member's right to inspect and copy company records on reasonable notice, and the company's duty to furnish information material to the member's rights and duties on demand (W.S. 17-29-410). A dissociated member retains more limited access to information from the period they were a member.
Members in a member-managed LLC (or managers, in a manager-managed LLC) owe duties of loyalty and care (W.S. 17-29-409(a)-(c)). The operating agreement may modify these duties, but it can never eliminate the contractual obligation of good faith and fair dealing (W.S. 17-29-409(d), 17-29-110(c)(v)) or unreasonably restrict a member's statutory information rights (W.S. 17-29-110(c)(vi)).
Wyoming law requires the LLC to reimburse and indemnify a member (in a member-managed LLC) or manager (in a manager-managed LLC) for a payment made or liability incurred on the company's behalf, provided the member or manager complied with the distribution limits of W.S. 17-29-405 and the standards of conduct of W.S. 17-29-409 (W.S. 17-29-408(a)). This is a mandatory default, not merely a discretionary power to indemnify.
Wyoming's LLC Act allows an operating agreement to establish one or more designated series with separately segregated assets and liabilities (W.S. 17-29-211(a)-(b)). The liability segregation between series only applies if all three of the following are true: the operating agreement specifically provides for it, records for each series are separately maintained, and the limitation is disclosed in the articles of organization (W.S. 17-29-211(c)).
The operating agreement governs its own means and conditions for amendment (W.S. 17-29-110(a)(iv)). If the agreement is silent, Wyoming's default threshold is strict: amending the operating agreement requires the consent of all members, in both a member-managed LLC (W.S. 17-29-407(b)(v)) and a manager-managed LLC (W.S. 17-29-407(c)(iv)(D)).
Frequently Asked Questions
It's the internal document where a Wyoming LLC's sole owner sets the rules for running the business and handling distributions. Wyoming doesn't require it to be written or signed, and its statute expressly recognizes an oral or implied agreement of a sole member, though putting it in writing is still the clearest proof the LLC is a real business.
Not by legal requirement. Wyoming's LLC Act defines an operating agreement to include an oral or implied one, even for a sole member. But without a written one, state default rules fill every gap automatically, including an equal-shares distribution default rather than one you choose yourself, so writing it down still matters.
Wyoming's default LLC rules fill the gap. Distributions get split in equal shares among members rather than however you'd choose to divide them, which matters most once you bring on a second member and haven't defined your own split (Wyoming Statutes Section 17-29-404(a)).
It supports that protection. Wyoming law makes a charging order the exclusive remedy against your LLC interest, and the statute names a sole member directly, closing a gap some other states leave to case law. That protection does not cover fraud, inadequate capitalization, or disregarding LLC formalities, so keeping finances separate still matters.
Wyoming LLCs owe an annual report license fee of $60, or two-tenths of one mill on the LLC's Wyoming-based assets, whichever is greater, due each year by the first day of the LLC's formation-anniversary month. Most small LLCs pay the $60 minimum (Wyoming Statutes Section 17-29-209).
No. You file Articles of Organization ($100 fee) with the Wyoming Secretary of State to form the LLC, and file an annual report every year after that, but the operating agreement itself is an internal document you keep with your own records. It's never submitted to the state.
Largely yes. Wyoming's Act does not limit modification of the duties of loyalty and care the way some states do, but it draws one firm line: the operating agreement can never eliminate a member's contractual obligation of good faith and fair dealing, or unreasonably restrict a member's right to company information (Wyoming Statutes Section 17-29-110(c)).