Wyoming Limited Liability Company Act - Chapter 29 - Article 1 - General Provisions

Sep 16, 2026

Chapter 29, Article 1 of the Wyoming Limited Liability Company Act establishes general provisions and foundational terminology for limited liability companies governed by Wyoming law. The text includes the act’s short title and provides detailed definitions covering articles of organization, contributions, bankruptcy debtors, designated offices, distributions, effectiveness for state filings, foreign entities, managers and member categories, operating agreements, organizers, records, signatures, transfers, and transferable interests. The chapter also sets interpretive boundaries for related statutory concepts.

LanguageEnglish

CategoryGeneral

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Pages76

Reading Time27 min

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17-29-101. Short title

17-29-102. Definitions

CHAPTER 29 -WYOMING LIMITED LIABILITY COMPANY ACT ARTICLE 1 -GENERAL PROVISIONS 17-29-101. Short title . This chapter may be cited as the "Wyoming Limited Liability Company Act" . 17-29-102. Definitions . (a) As used in this chapter: (i) "Articles of organization" means the articles required by W .S . 17-29-201(b) . The term includes the articles as amended or restated; (ii) "Contribution" means any benefit provided by a person to a limited liability company: (A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company; (B) In order to become a member after formation of the company and in accordance with an agreement between the person and the company; or (C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company . (iii) "Debtor in bankruptcy" means a person that is the subject of: (A) An order for relief under Title 11 of the United States Code or a successor statute of general application; or (B) A comparable order under federal, state or foreign law governing insolvency . (iv) "Designated office" means: (A) The office of a registered agent that a limited liability company is required to designate and maintain under W .S . 17-28-101; or (B) The principal office of a foreign limited liability company . (v) "Distribution", except as otherwise provided in W .S . 17-29-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest; (vi) "Effective" with respect to a record required or permitted to be delivered to the secretary of state for filing under this article, means effective under W .S . 17-29-205(c); (vii) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter; (viii) "Limited liability company", except in the phrase "foreign limited liability company", means an entity formed under this chapter; (ix) "Low profit limited liability company" means a limited liability company that has set forth in its articles of organization a business purpose that satisfies, and which limited liability company is at all times operated to satisfy, each of the following requirements: (A) The entity significantly furthers the accomplishment of one (1) or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes; (B) No significant purpose of the entity is the production of income or the appreciation of property provided, however , that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and (C) No purpose of the entity is to accomplish one (1) or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code . (x) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in W .S . 17-29-407(c); (xi) "Manager-managed limited liability company"means a limited liability company that qualifies under W .S . 17- 29-407(a); (xii) "Member" means a person that has become a member of a limited liability company under W .S . 17-29-401 and has not dissociated under W .S . 17-29-602; (xii

FAQs

What is the short title of Chapter 29 under the Wyoming Limited Liability Company Act?

Chapter 29 may be cited as the "Wyoming Limited Liability Company Act."

How does the chapter define "Contribution" for membership in a limited liability company?

"Contribution" means any benefit provided to a limited liability company either to become a member at formation, to become a member after formation under an agreement, or as a member under the operating agreement or a member-company agreement.

What is the definition of "Operating agreement" in 17-29-102?

"Operating agreement" means the agreement of all members of a limited liability company, whether oral or in a record and whether referred to as an operating agreement or not, and including amendments or restatements, covering the matters described in W.S. 17-29-110(a).

Sep 16, 2026

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