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Wyoming LLC Operating Agreement Templates

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The Wyoming LLC operating agreement is a legal document that provides the ability for members of a business, whether the business consists of multiple members or a sole proprietor, to set forth their own set of policies and company regulations. The document will also state the roles and responsibilities of each contributing member/manager/owner and will provide member information, contributions, profit and loss allocations, among many other details.

The State of Wyoming does not require that any company implement the agreement. However, running a business of any size without this document in place quite simply places the company, its members/owner(s), and their personal assets, in a vulnerable position. With the implementation of this document, the members and their assets will, in fact, be protected in the event that the members should experience the misfortune of being presented with any type of litigious activity.

LawsTitle 17, Chapter 29 (Wyoming Limited Liability Company Act)

Operating Agreement Laws – § 17-29-110

State Definition – § 17-29-102(xiv)

Table of Contents

By Type

Multi-Member LLC Operating Agreement – Use this particular form if the business is one that will have more than one (1) managing member.

Single-Member LLC Operating Agreement – This document is to be used for sole proprietors so that they may organize their basic policies and procedures appropriate to smaller entities.

How to Form an LLC in Wyoming

The first step to the LLC filing process is the selection of an operating name which has not already been taken by another business. The name must also be distinguishable from that of any other entity currently registered in Wyoming (i.e. not deceptively similar). Therefore, you should conduct a Search for your Business Name to ensure its availability and uniqueness.

Step 1 – Elect a Registered Agent

Each LLC will need to elect a Registered Agent to receive state filings and to act as a contact in the event of legal action against the company. Choose your registered agent based on the criteria set forth in § 17-28-101 of the Wyoming Statutes.

Note: The Wyoming Secretary of State has provided a list of Commercial Registered Agents.

Step 2 – Complete the Application

From the following options, select the one that corresponds with your LLC type and complete the subsequent application:

  • Domestic – Form a new company within Wyoming
  • Foreign – Expand a preexisting company into Wyoming

Foreign Filing Requirements:

  1. A certified copy of the initial articles of organization and all amendments certified within the past six (6) months by the appropriate official in the initial jurisdiction
  2. A copy of the company resolution which authorizes the continuance of the LLC into Wyoming

Step 3 – Filing Fee

The Secretary of State demands a $100 filing fee in order to process LLC applications.

  • If applying online, you will be prompted to pay the fee with your credit card before completing the application process
  • If you are submitting a paper application, attach a check made payable to the ‘Wyoming Secretary of State’ and send your filings to the following address:

Wyoming Secretary of State, 2020 Carey Avenue, Suite 700, Cheyenne, WY 82002

Step 4 – Operating Agreement

An LLC operating agreement is not required in Wyoming, however, drafting this document will allow you establish a suitable operating system for your company. The form can be used to outline policies as well as any other provision not defined in the initial formation articles.

Step 5 – Employer Identification Number (EIN)

Most businesses operating in the country will need to obtain an Employer Identification Number (EIN) in order to conduct certain financial transactions legally. An EIN may be obtained for free on the Internal Revenue Service’s Website or through the mail using Form SS-4.

How to Write

Step 1 – Establish the company. Provide the company name at the top of the form.

Step 2 – The Agreement – Enter the effective date in dd/mm/yy format – Submit the following:

  • Check the applicable box
  • Any remaining required information
  • Single-Member – The company name. The state where the business is located. The owners’ full name and address
  • Multi-Member – Members’ names and addresses

Step 3 – Name and Principal Place of Business – Provide the following:

  • Registered name of the company
  • Physical address of the business
  • The city of location

Review all remaining information. Provide any additional information required.

Formation –

  • Read these titles:
  • Purpose
  • Term

Member Capitol Contributions –

  • Check the applicable box
  • Single-Members – Review the information
  • Multi-Members – Submit each member’s name and amount of contribution

Distributions –

  • Check the appropriate box
  • Single-Members – Read
  • Multi-Members – The names of all members and their Percentage of Interests
  • Members – Review

Step 4 – Books, Records and Tax Returns –

  • Check the box
  • Read the information

Continue by reviewing the following titles:

  • Bank Accounts
  • Management of the Company
  • Select and check the applicable box
  • Single-Member – Review
  • Multi-Members – Read the information provided and proceed
  • Enter the member agreed limits into the paragraph

Step 5 – Titled Sections – Check the applicable box – Read the following:

  • Meetings of Members – Submit a date when the members should expect to meet annually
  • Assignment of Interests
  • Ownership of Company Property (Sole owner)
  • Right of First Refusal
  • Admission of New Members
  • Withdrawal Events
  • Dissolution and Liquidation – Select a box that applies and review the information
  • Representations of Members
  • Certificates Evidencing Membership (Multi-Member) – Enter the name of the company and its effective date (dd/mm/yyyy format)
  • Notices
  • Arbitration
  • Amendments
  • Indemnification (Owners)
  • Miscellaneous

Step 6 – Signatures –

  • Provide the date of execution of the agreement
  • A selected company representative must apply their signature
  • Provide each member’s signature

When the document is complete and acknowledged, each member/owner should retain a copy of the document for their records.


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