What Is A Wyoming LLC Operating Agreement?

An operating agreement outlines the operating procedures and ownership structure of an LLC for legal purposes. Whether it’s a multi-member or single-member LLC, an operating agreement should cover the topics outlined below. Some of the stipulations might not affect the actual operations of the Wyoming LLC but are important for legal purposes.


Wyoming LLC Operating Agreement


1. Organization

Here, the operating agreement should outline the date when the LLC was formed, the members, and the ownership ratio. For multi-member LLCs, there will be an equal ownership structure or various members will have different units of ownership.

2. Management And Voting

Here, the agreement outlines whether the LLC will be managed by an appointed manager or the members. It also outlines the voting structure for members on various business matters. Each member has one vote but there are cases where some members might have more voting power than others.

3. Capital Contributions

It outlines how much money each member has invested in the LLC. It should also establish a strategy for raising additional funds in the future.

4. Distributions

It outlines how profits or losses will be divided among the members. Most LLCs choose to divide profits evenly among members. If there is a different approach, it should be clearly outlined in the operating agreement.

5. Changes To Membership Structure

It outlines how various roles or ownership will be transferred if a member leaves the company. It’s important to have a process for replacing or buying out a member in the operating agreement.

6. Dissolution

If at one point all the members choose to no longer conduct business, it’s time to dissolve the LLC. Creating a process of dissolving the LLC in the operating document is very important.

Why Should I Have A Wyoming LLC Operating Agreement?

Regardless of the type of LLC, you’re starting in Wyoming, you need to have an operating agreement. Here are a few reasons why it is important.

• It is a state recommendation for all LLC’s to have an operating agreement. The WY General Statute Chapter 29 Section 17-29-110 states that all members of an LLC in Wyoming should create an operating agreement to help regulate the internal affairs of the company.

• It will help prevent any conflicts that might arise among the members. If you are creating an LLC with multiple members, creating an operating agreement will prevent any misunderstandings among the members since there will be clear expectations on each member’s roles and responsibilities in the company.

• It will preserve your limited liability status. Are you the sole member of a single-member Wyoming LLC? Well, you need an operating agreement to ensure that your limited liability status is maintained by the court. It will also boost the credibility of your business.

What To Do After Creating An Operating Agreement For Your Wyoming LLC

Now that you have created an operating agreement, you don’t really need to file it with the state. Rather, you should keep it in your records and make sure that all the members of the LLC have a copy.

After any major event in the company such as losing a member or adding a new one, it’s always prudent to review and update the operating agreement accordingly. Depending on how the original operating agreement was drafted, it requires some or all the members to approve any amendments.

Frequently Asked Questions

1. Do I Really Need An Operating Agreement?

Yes, you need an operating agreement for your LLC in Wyoming. The document will not be filed with the state but it will help maintain control of the company in the event of changes or chaos.

2. When Should I Create My Operating Agreement?

It’s prudent to have an operating agreement ready before filing your Articles of Organization. However, you are not discouraged from waiting until the formation process is completed before creating an operating agreement. Keep in mind that some banks might request an operating agreement before you can open a business bank account.

3. Do I Need To File My Operating Agreement With The State?

No, you are not required to file the operating agreement with the state. Rather, it should be retained by all the members of the LLC, whether it’s a single member or multiple-member LLC.

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