The Wyoming LLC Act, codified at Wyo. Stat. Ann. § 17-29-101 through § 17-29-1102, sets out how to form a limited liability company in the state, how its liability shield works, how members and managers govern it, how creditors can and cannot reach a member’s interest, and what the company owes the Secretary of State each year. Wyoming passed the country’s first LLC statute in 1977, and the current Act keeps the formation requirements lean while giving members unusually strong protection from personal liability and from outside creditors.
How You Form an LLC Under the Act
Formation runs through § 17-29-201. You file Articles of Organization with the Secretary of State, and the statute requires only three things in the articles themselves:
- A company name that complies with § 17-29-108, which means it must include “Limited Liability Company” or an abbreviation such as “LLC” and must be distinguishable from names already on file.
- The street address of the LLC’s initial registered office in Wyoming and the name of its registered agent at that office.
- A signed consent form from the registered agent, filed with the articles.
That is the statutory minimum. The Secretary of State’s forms ask for a mailing address and contact details as a practical matter, but the Act itself keeps the legal list short.1Justia. Wyoming Code 17-29-201 – Formation of Limited Liability Company; Articles of Organization
The registered agent can be a Wyoming resident at least 18 years old, a domestic or foreign entity authorized to operate in Wyoming, or a commercial registered agent registered under § 17-28-105. The agent does not have to be a member or manager.2Justia. Wyoming Code 17-28-101 – Registered Office and Registered Agent
The filing fee is $100. Online filers pay an additional 2.4% credit card processing fee (minimum $1), bringing the online total to roughly $102.40. Paper filings paid by check or money order stay at the flat $100.3Wyoming Secretary of State. Instructions to Form or Register a New Business The LLC exists as of the date the Secretary of State processes a complete filing.
Liability Protection and the Four-Factor Veil-Piercing Rule
The liability shield is in § 17-29-304. Company debts and obligations belong to the company, not to a member or manager, and acting in an LLC role does not make an owner personally liable for what the company owes.4Justia. Wyoming Code 17-29-304 – Liability of Members and Managers
Where Wyoming differs from most states is in what a court is allowed to consider when a creditor asks it to pierce the veil. The Act limits the analysis to four factors:
- Fraud, which is the only factor that can by itself justify piercing the veil.
- Inadequate capitalization relative to the company’s foreseeable obligations.
- Failure to observe formalities required by law, meaning statutory formalities, not internal procedures the members chose.
- Intermingling of assets, where company and personal finances are so tangled no real distinction remains.
The statute also tells courts what cannot count against a member: electing pass-through tax status, running the LLC informally, exercising ownership influence, or structuring the company to protect personal assets from company obligations. Those are features of how LLCs are designed to work. The protection applies equally to single-member and multi-member LLCs.4Justia. Wyoming Code 17-29-304 – Liability of Members and Managers
Charging Order as the Exclusive Creditor Remedy
Under § 17-29-503, a charging order is the exclusive remedy a creditor has to collect a judgment against a member’s interest in the LLC. The statute covers single-member LLCs explicitly, which puts Wyoming ahead of many states where single-member entities get weaker protection or none at all.5Justia. Wyoming Code 17-29-503 – Charging Order
A charging order entitles the creditor to receive distributions that would otherwise go to the debtor-member. It conveys no voting rights, no management authority, and no ownership control. Courts cannot order foreclosure on the membership interest, and they cannot order the “directions, accounts, and inquiries” that the member could have requested. A creditor is left waiting for distributions that the LLC may never declare, which is why these cases often settle on terms favorable to the debtor.5Justia. Wyoming Code 17-29-503 – Charging Order
Member-Managed or Manager-Managed
Section 17-29-407 gives you two choices. If the articles and operating agreement say nothing, the LLC is member-managed by default: every owner can participate in daily decisions and bind the company in ordinary transactions.6Justia. Wyoming Code 17-29-407 – Management of Limited Liability Company
The alternative is manager-managed, which has to be stated expressly in the articles or operating agreement. Members who are not designated managers lose authority to bind the company in day-to-day operations; only appointed managers can sign contracts or commit the LLC. Managers do not have to be members, so the ownership group can hire outside professionals to run the business.
The choice matters most with third parties. A bank or vendor needs to know whose signature counts. In a member-managed LLC, any member’s signature within the ordinary scope of business binds the company. In a manager-managed LLC, only a manager’s does. Leaving the articles silent means the default kicks in and every owner carries apparent authority, whether the others wanted that or not.
Operating Agreements and the Non-Waivable Floor
Wyoming does not require a written operating agreement. The Act defines the term broadly enough to include oral, recorded, implied, or mixed agreements.7Justia. Wyoming Code 17-29-102 – Definitions Relying on an implied understanding is risky in any multi-member LLC, because memories differ about what was agreed.
The operating agreement governs internal matters: relations among members, management rights, voting, distributions, transferability of interests, and amendments. Where the agreement is silent, the default rules in § 17-29-110 fill the gap.8Justia. Wyoming Code 17-29-110 – Operating Agreement; Scope, Function and Limitations Those defaults are workable for a single-member LLC and increasingly thin as the ownership group grows.
The Act gives members wide latitude but draws firm lines. An operating agreement cannot eliminate the obligation of good faith and fair dealing, and it cannot restrict a court’s power to dissolve the company when circumstances warrant.
Under § 17-29-409, members and managers in a member-managed LLC owe duties of loyalty and care. Loyalty means accounting for profits derived from company activities, avoiding self-dealing, and not competing with the company before dissolution. Care requires acting as a reasonable person in a similar position would, subject to the business judgment rule.9Justia. Wyoming Code 17-29-409 – Standards of Conduct for Members and Managers In a manager-managed LLC, those duties shift to the managers; members do not owe fiduciary duties solely by virtue of being members. An operating agreement can identify specific activities that will not count as a breach, but cannot eliminate the duties themselves.
Series LLCs
Section 17-29-211 allows a single LLC to create internal series, each with its own members, managers, assets, and liabilities. Debts of one series cannot be enforced against the assets of another series or the parent LLC, and the reverse is also true.10Justia. Wyoming Code 17-29-211 – Series of Members, Managers, Transferable Interests or Assets
That segregation only holds if three conditions are met:
- Each series keeps separate accounting records that reasonably identify its assets, whether by specific listing, category, percentage allocation, or another objectively determinable method.
- The operating agreement specifically provides for the liability limitations between series.
- The Articles of Organization give notice of the series structure and its liability limitations. The notice is sufficient even if it does not name any particular series.
Each series can hold property in its own name, enter contracts, grant security interests, and sue or be sued independently. A series may voluntarily agree to be liable for another series’ debts, and members or managers may agree to personal liability for a specific series if the operating agreement allows. A real estate investor with several properties is the standard example: each property sits in its own series, and a lawsuit over one cannot reach the others.
Annual Report, License Tax, and What Happens If You Miss It
Every Wyoming LLC files an annual report with the Secretary of State on or before the first day of the month in which the company was originally formed. The accompanying license tax is $60 or two-tenths of one mill per dollar of assets located in Wyoming ($0.0002 per dollar), whichever is greater. An LLC with $300,000 or less in Wyoming assets pays the $60 minimum; one with $1 million in Wyoming assets owes $200.11Justia. Wyoming Code 17-29-209 – Annual Report for Secretary of State Reports can be filed online or by mail. Once processed, the company’s status shows active on the public registry and it can obtain a certificate of good standing.
If you miss the report or lose your registered agent, § 17-29-705 applies. The Secretary of State sends notice by first-class mail or electronic means. If the LLC does not come into compliance within 60 days, it is deemed defunct and forfeits its articles of organization, losing its legal authority to transact business in Wyoming.12Wyoming Secretary of State. Wyoming Code 17-29-705 – Administrative Forfeiture of Authority and Articles of Organization
A defunct LLC has two years to apply for reinstatement. For annual report failures, that means paying all delinquent fees plus a $100 reinstatement fee. For registered agent failures, the LLC appoints a new agent, pays the $100 reinstatement fee, and pays an additional $250 penalty. The company keeps its registered name during the two-year window. After two years, the entity is permanently gone.13Wyoming Secretary of State. Limited Liability Company Application for Certificate of Reinstatement
Voluntary Dissolution
To close down voluntarily, the members file Articles of Dissolution with the Secretary of State. The LLC must be active and in good standing. The filing fee is $60, and paper filings take up to 15 business days to process.14Wyoming Secretary of State. Limited Liability Company Articles of Dissolution
Winding up is governed by § 17-29-708. Assets are distributed in order: creditors first, including any members who are also creditors of the business; then members in proportion to their unreturned capital contributions; then any surplus split equally among members and dissociated members unless the operating agreement says otherwise. If assets are insufficient to return all capital contributions, what remains is distributed proportionally based on the value of each member’s unreturned contributions.15Justia. Wyoming Code 17-29-708 – Distribution of Assets in Winding Up Limited Liability Company’s Activities