Wyoming gives operating agreements unusually broad legal form: an agreement can be oral, written, implied, or a combination of those forms. For LLCs formed on or after July 1, 2010, Wyoming also counts the default member majority per person rather than by capital contributed, making a written agreement especially useful when ownership and voting power should not match.
Choose the version that matches your Wyoming LLC structure.
Is a Wyoming LLC Operating Agreement Required?
No. Wyoming forms an LLC through Articles of Organization, and the formation statute does not require an operating agreement to be filed with the Secretary of State. The current state Articles of Organization form lists a $100 filing fee.
Wyoming also does not require an operating agreement to be notarized. In fact, the statute recognizes agreements that are oral or implied, so a signature or notarization is not what makes the arrangement an operating agreement under state law. When the agreement does not address an internal matter, the Wyoming Limited Liability Company Act supplies the rule instead.
For formation instructions and state filing resources, see the Wyoming Secretary of State Start a Business guide.
For a single-member LLC, federal tax and EIN rules are separate from Wyoming’s operating-agreement rules. The IRS guidance for single-member LLCs explains when an EIN may be needed.
What Wyoming Law Means by an “Operating Agreement”
“Operating agreement” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in W.S. 17-29-110(a). The term includes the agreement as amended or restated;
Wyoming’s definition is broader than a conventional signed contract. § 17-29-110(a) lets the operating agreement govern member relationships, manager duties, company activities, voting and management rights, transfers, distributions, amendment procedures, and other aspects of LLC management. When it does not address one of those matters, Chapter 29 supplies the governing rule.
Wyoming does not limit an operating agreement to a traditional signed document. Oral terms, terms contained in a record, implied arrangements, or a combination of those forms can qualify under the statutory definition.
The definition expressly covers all members, including a sole member. § 17-29-111(c) goes further: one person intending to become the initial member may assent to terms that become the operating agreement when the LLC is formed.
§ 17-29-110(d) provides that when an effective record filed with the Secretary of State conflicts with the operating agreement, the agreement controls as to members, dissociated members, transferees, and managers. The filed record instead controls as to other persons to the extent they reasonably rely on it.
Wyoming LLC Default Rules Worth Defining in Writing
Wyoming’s defaults do more than decide who manages the company. They can give equal voting or distribution rights to members with very different investments, and they impose unanimous approval on several major decisions.
The LLC is member-managed unless its articles or operating agreement expressly make it manager-managed.
§ 17-29-407(a)For an LLC formed on or after July 1, 2010, a majority is counted per capita, not by contribution size, unless the operating agreement changes the rule. Older LLCs generally use contribution-based interests under the statutory grandfather rule.
§ 17-29-102(a)(xxv)Interim distributions are generally made in equal shares among members and dissociated members, rather than automatically following capital contributions or ownership percentages.
§ 17-29-404(a)An act outside the ordinary course requires all members’ consent in a member-managed LLC.
§ 17-29-407(b)(iv)If the agreement does not create another amendment process, changing it requires unanimous member consent.
§ 17-29-407(b)(v)A member has the power to withdraw by express will at any time, but leaving in breach of an express operating-agreement term can be wrongful and expose the member to damages.
§§ 17-29-601 to 17-29-602