Wyoming: LLC Operating Agreement Requirements

Requirements one by one

Governing law and document name

Wyo. Stat. § 17-29-101 names Chapter 29 the Wyoming Limited Liability
Company Act. Section 17-29-102(a)(xiv) calls the members' internal arrangement
an operating agreement, regardless of its label.

Required or optional

Wyoming does not require an ordinary LLC to adopt an agreement. Section
17-29-110(a) lists the subjects an agreement may govern, and subsection (b)
states the consequence of silence: Chapter 29 governs any gap.

Permitted form and signatures

Section 17-29-102(a)(xiv) recognizes an agreement that is oral, in a record,
implied, or any combination. A record may be tangible or stored electronically,
and the definition includes a sole member.

Because oral and implied agreements qualify, Chapter 29 imposes no general
agreement signature, witness, acknowledgment, or notarization rule. A separate
law may still require a signed or recorded instrument for a particular promise
or transaction.

Adoption timing and effect

Wyoming validates preformation terms. Under § 17-29-111(c), intended initial
members may agree that their terms become the operating agreement upon
formation, and one intended sole member may assent to terms with the same
effect.

Section 17-29-201(e) forms the LLC when its articles of organization become
effective, subject to a valid delayed date. The Act states no later agreement-
adoption deadline; Chapter 29 supplies the defaults until valid terms replace
them.

Single member and assent

The definition in § 17-29-102(a)(xiv) expressly includes a sole member.
Section 17-29-111 binds the LLC whether or not the company manifested assent
and deems each person who becomes a member to assent to the agreement.

For postformation admission, § 17-29-401 follows the agreement. If no agreement
route or statutory reorganization applies, admission defaults to all-member
consent. The same section provides a 90-day route for designating a replacement
after the company loses its last member.

Management and authority defaults

Section 17-29-407 defaults to member management unless the articles or operating
agreement use manager-managed or similar language. Members have equal
management rights; a majority decides ordinary-course disagreements, while an
outside-the-ordinary-course act requires all members.

Internal management does not itself establish outsider authority. Section
17-29-301 says membership alone creates no agency power. Under § 17-29-302, the
LLC may file a statement granting or limiting a position's or person's power to
bind the company, including authority over real-property transfers.

Voting, economic, and transfer defaults

For an LLC formed on or after July 1, 2010, § 17-29-102(a)(xxv) defines a
member majority per capita. Older LLCs retain a contribution-based definition
unless their articles provide otherwise. Section 17-29-407 uses that majority
for ordinary-course member decisions and unanimity for outside-course acts.

Section 17-29-404 defaults interim distributions to equal shares, while
expressly allowing a written or verbal agreement to provide another rule.
Section 17-29-502 separates economics from governance: a transferee receives
the assigned distributions but not automatic management or ordinary
information rights. Admission as a member follows § 17-29-401.

Nonwaivable rules and duties

Section 17-29-110(c) states Wyoming's express contract floor. The agreement
cannot eliminate the contractual good-faith obligation, unreasonably restrict
§ 17-29-410 information rights or a member's statutory action, or vary the
protected judicial-dissolution and required winding-up rules.

Section 17-29-409 supplies default loyalty and care duties for members of a
member-managed company and managers of a manager-managed company. Unlike the
good-faith obligation, loyalty and care are not named in § 17-29-110(c)'s
prohibited-variation list; duty-modification language should therefore be
reviewed carefully rather than described as categorically nonwaivable.

Sections 17-29-405 and 17-29-406 separately bar insolvent distributions and
impose liability on a responsible consenter and a recipient who knows the
distribution is unlawful. The agreement may reassign consent responsibility
among members, but the section does not excuse a knowing recipient. Section
17-29-701 preserves court dissolution for unlawful, impracticable, fraudulent,
or oppressive operation and permits another remedy in an oppression case.

Amendment, filing, and records

Section 17-29-407(b)(v) defaults agreement amendments to unanimous member
consent. Section 17-29-112(a) also enforces a required nonparty approval or
condition and makes an amendment ineffective when that requirement is not met.

The operating agreement is not the public formation filing; § 17-29-201
requires articles of organization. If another effective filed record conflicts
with the agreement, § 17-29-112(d) makes the agreement control among insiders
while an outsider who reasonably relies on the filing may use the filed record.

Because an agreement may be oral or implied, Chapter 29 does not require every
LLC to keep a written agreement copy. Section 17-29-410 instead protects access
to company-maintained records and information material to member rights and
duties, with separate procedures for manager-managed and dissociated members.

What trips people up

Member-managed does not mean every member can sign for the LLC. Wyoming
separates internal management rights from outsider-facing authority. Membership
alone is not agency, and a filed statement of authority can grant or limit
binding power.

The LLC's formation date changes the majority calculation. Companies formed
on or after July 1, 2010 use a per-capita majority by default; older companies
use the statute's contribution-based definition unless their articles change it.

A private agreement can lose an outsider conflict. The agreement controls
among members and other insiders, but a person who reasonably relies on a
conflicting effective filing may use the public record.

Common questions

Must a Wyoming operating agreement be signed? Not as a general Chapter 29
rule. Oral and implied agreements qualify, although a transaction-specific law
can still require a signed writing.

Can one owner have an enforceable agreement? Yes. The statutory definition
includes a sole member, and § 17-29-111(c) recognizes preformation terms adopted
by one intended initial member.

Does transferring an interest make the buyer a member? No. Section
17-29-502 transfers the distribution right, not automatic management or
information rights. Member admission follows § 17-29-401 or the agreement.

Can the agreement waive court dissolution for oppressive conduct? No.
Sections 17-29-110(c) and 17-29-701 preserve the court's power over the listed
unlawful, impracticable, fraudulent, and oppressive circumstances.

Statutes and sources

• Wyo. Stat. §§ 17-29-101 to 17-29-102 — Act name, agreement form,
  records, signatures, and the formation-date majority definition.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. §§ 17-29-110 to 17-29-112 — scope, statutory floors,
  assent, preformation terms, amendments, and public-record conflicts.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. § 17-29-201 — articles of organization and formation timing.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. §§ 17-29-301 to 17-29-302 — no agency from membership and
  filed statements of authority.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. § 17-29-401 — initial, sole, later, and replacement members.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. §§ 17-29-404 to 17-29-406 — equal distributions, solvency,
  responsibility allocation, and improper-distribution liability.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. § 17-29-407 — management, voting, outside-course approval,
  and amendment defaults.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. §§ 17-29-409 to 17-29-410 — loyalty, care, good faith, and
  information rights.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. § 17-29-502 — economic transfer without automatic governance.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)
• Wyo. Stat. § 17-29-701 — judicial dissolution and oppression remedies.
  https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-07-27)