Understanding Wyoming LLC Laws
The rules for starting and running a Wyoming limited liability company (LLC) are laid out by Wyoming's LLC laws.
In this guide, we offer simple explanations to Wyoming LLC laws about:
- LLC Formation Requirements
- Registered Agent Duties and Appointment
- Operating Agreements
- Annual Report Requirements
To learn more about starting an LLC, visit our form an LLC guide.
Wyoming LLC Governance and Statutes Overview
Wyoming LLC laws set out the requirements for forming an LLC. The State of Wyoming has created the SOS business center portal and PDF Articles of Organization form to simplify the process.
Wyoming LLC Formation Statute
The following LLC formation statutes are from the Wyoming Limited Liability Company Act:
17-29-201. Formation of limited liability company; articles of organization.
(a) One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization.
(b) Articles of organization shall state:
(i) The name of the limited liability company, which must comply with W.S. 17-29-108;
(ii) The street address of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
(iii) Reserved.
(c) The articles of organization shall be accompanied by a written consent to appointment signed by the registered agent.
(d) Subject to W.S. 17-29-112(c), articles of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in articles of organization is not effective as a statement of authority.
(e) The following rules apply:
(i) A limited liability company is formed when the articles of organization become effective, unless the articles state a delayed effective date pursuant to W.S. 17-29-205(c);
(ii) If the articles state a delayed effective date, a limited liability company is not formed if, before the articles take effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the articles;
(iii) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
Start forming your LLC by reading our top LLC services review.
What This Means: Key Takeaways*
The Wyoming LLC statute provides the requirements for setting up (or forming) an LLC. The State of Wyoming offers online and mail-in LLC filing to meet these requirements.
Required Information for Wyoming LLC Formation:
- LLC’s name (Must meet Wyoming LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and registered office Wyoming address, and written consent to appointment
Recommended: For help with completing the LLC formation forms, visit our Wyoming LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Wyoming LLC laws define the duties and appointment of the LLC registered agent.
Wyoming LLC Registered Agent Statute
The following registered agent statutes are from the Wyoming Limited Liability Company Act and Title 17 Chapter 28: Registered Offices and Agents:
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.
17-28-101. Registered office and registered agent.
(a) Each business entity shall continuously maintain in this state:
(i) A registered office that may be the same as any of its places of business but shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process as provided in W.S. 17-28-104 and is physically present at that location; and
(ii) A registered agent, who shall be:
(A) An individual who is at least eighteen (18) years of age, resides in this state and whose business office is identical with the registered office;
(B) A domestic business entity whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104;
(C) A foreign business entity authorized to transact business in this state whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104; or
(D) A business entity or an individual, at least eighteen (18) years of age, who is:
(I) In the business of serving as a registered agent for more than ten (10) entities, including a registered agent which serves as a registered agent for the entities served by another commercial registered agent; and
(II) Registered as a commercial registered agent under W.S. 17-28-105 and whose business office is identical with the registered office. A business entity registered as a commercial registered agent shall have a written agreement creating an agency relationship with a natural person providing for acceptance of service of process as provided in W.S. 17-28-104.
(b) For purposes of this chapter, "business entity" means a corporation, nonprofit corporation, limited liability company, limited partnership, cooperative marketing association, statutory trust or registered limited liability partnership, whether foreign or domestic.
(c) Every registered agent shall certify compliance with the requirements of this chapter on a form prescribed by the secretary of state on the date of registration.
(d) For purposes of this chapter, "written agreement" or "contract creating an agency relationship" means any written document granting a natural person representing a registered agent the authority to accept service of process on behalf of any entity served by the registered agent. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A Wyoming registered agent must:
- Maintain a registered office in Wyoming (i.e., no P.O. boxes)
- The registered agent must consent to appointment in written form
- Be an individual, a Wyoming corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Wyoming. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Operating Agreements
Wyoming LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Wyoming Limited Liability Company Act:
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.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
Annual Report Requirements
Wyoming LLC laws set out the requirements for annual LLC reporting. The State of Wyoming has created the SOS business services portal to simplify the process.
Wyoming LLC Annual Report Statute
The following annual report statutes are from the Wyoming Limited Liability Company Act:
17-29-209. Annual report for secretary of state.
(a) Every limited liability company organized under the laws of this state and every foreign limited liability company which obtains the right to transact and carry on business within this state shall file with the secretary of state on or before the first day of the month of organization of every year a certification, under the penalty of perjury, by its treasurer or other fiscal agent setting forth its capital, property and assets located and employed in the state of Wyoming. The statement shall give the address of its principal office. On or before the first day of the month of organization of every year the limited liability company or foreign limited liability company shall pay to the secretary of state in addition to all other statutory taxes and fees a license fee based upon the sum of its capital, property and assets reported, of fifty dollars ($50.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater.
(b) The provisions of subsection (a) of this section shall be modified as follows:
(i) Any limited liability company or foreign limited liability company engaged in the public calling of carrying goods, passengers or information interstate is not required to comply with the provisions of subsection (a) of this section except to the extent of capital, property and assets used in intrastate business in this state;
(ii) The value of all mines and mining claims from which gold, silver and other precious metals, soda, saline, coal, mineral oil or other valuable deposit, is or shall be produced is deemed equivalent to the assessed value of the gross product thereof, for the previous year;
(iii) The assessed value of any property shall be its actual value.
(c) Financial information in the annual report shall be current as of the end of the limited liability company's or foreign limited liability company's fiscal year immediately preceding the date the annual report is executed on behalf of the company. All other information in the annual report shall be current as of the date the annual report is executed on behalf of the company.
(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
(e) Every limited liability company or foreign limited liability company registered or authorized to do business in the state of Wyoming shall preserve for three (3) years at its principal place of business, suitable records and books as may be necessary to determine the amount of fee for which it is liable under this section. All records and books shall be available for examination by the secretary of state or his designee during regular business hours except as arranged by mutual consent.
What This Means: Key Takeaways*
You can file your Wyoming annual report online.
Your Wyoming LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of principal office and mailing address
- A statement of the LLC’s capital, property, and assets located and employed in the state of Wyoming
Annual Report Due Dates:
- Annual reports are due by the end of the month of formation, each year
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.