Wyoming LLC Operating Agreement: Why and How to Get One

Do I need an operating agreement in Wyoming?

Wyoming doesn’t require LLCs to have operating agreements, but it’s still recommended to create this legal document for several reasons. This agreement is effectively an internal rulebook for your LLC, documenting how it will run and how various business decisions should be handled. 

Under Wyoming’s Limited Liability Company Act (W.S. 17-29-110), LLC operating agreements have the authority to govern: 

• How members interact with each other and the company
• The way your company conducts business and makes important decisions, including management duties and voting rights
• Rules for handling ownership changes and distributing profits
• Guidelines for updating the agreement, dissolving the company, or managing any other company matter

Benefits of having a WY operating agreement

Broadly speaking, the most notable benefit of having a Wyoming operating agreement is the control it gives you. Without one, state law (W.S. 17-29-110) automatically governs unspecified matters—meaning the state’s default rules kick in rather than your preferences. 

In turn, a properly drafted operating agreement can come with these benefits.

• Personal protection: Demonstrate separation between the business and its owners, which helps maintain your liability status. 
• Written proof: Prevent potential disputes and misunderstandings by putting all formal agreements in writing. 
• Operational guidance: Outline how your business will handle everything from daily decisions to profit distribution. 
• Banking and finances: Many banks require an operating agreement to open a business account or consider loan applications. 
• Binding legal authority: Under Wyoming law (W.S. 17-29-111 through 112), the agreement legally binds all LLC members (current and future ones). 

Still, it’s worth noting that operating agreements do have some limitations. Under W.S. 17-29-110(c), the agreement can’t override certain aspects of Wyoming law, including the LLC’s ability to sue and be sued, the court’s authority, or fundamental duties of good faith and fair dealing, among others. 

Key components of a Wyoming LLC operating agreement

While there’s no required format or structure for your operating agreement in Wyoming, you’ll want to consider what it can and can’t govern under state law, as previously discussed. Or, you can work with LegalZoom and get a custom LLC operating agreement in just a few steps.

In a typical operating agreement, you might include the following information: 

Basic company information

You’ll start your operating agreement by specifying all the general information about your LLC, such as: 

• LLC name and principal business address
• Date of formation
• Registered agent information
• Whether it’s a “close LLC” (This is a special type of LLC in Wyoming with specific ownership limitations and operating rules described in W.S. 12-25-101 through 109)

However, if you haven’t officially registered your LLC with the Wyoming Secretary of State (SOS), you might wait until you receive confirmation before you can gather all this information. 

Membership and ownership structure

Next, you can specify the ownership details of your LLC, starting with initial members and their ownership interest percentages. Although this might seem unnecessary if you’re the sole member, you should still specify each member’s capital contributions (e.g., how much you invest in the company) and how these contributions translate to ownership stakes. 

Then, you’ll want to outline the process for admitting new members, including any required approvals from existing members. This section should also address membership interest transfers, standards of conduct, and procedures for handling unexpected situations (such as member incapacity, death, or resignation). 

Moreover, Wyoming is one of the states that allows series LLCs. If you form a series LLC, you can also outline the details of each series, including its members, managers, transferable interests, and other business assets, as outlined in W.S. 17-29-211. 

Management and decision-making

Your operating agreement should establish whether your LLC is member-managed (where all owners participate in running the business) or manager-managed (where designated managers handle operations). In addition, you’ll want to outline the following: 

• Powers and duties of each member or manager
• Any limitations on their authority
• Voting rights and procedures (e.g., meeting frequency, minimum notice period, and approval threshold)
• Process for making routine and major business decisions

Be specific about each person’s responsibilities (even if just for yourself) and include procedures for addressing situations where contributors don’t fulfill their duties. This should also outline clear dispute resolution processes to handle any conflicts that arise. 

Financial matters and profit allocation

You can address a few financial matters in your operating agreement, starting with how you want to be taxed (for instance, as a sole proprietorship or a corporation). This affects how your business and its members pay taxes, but this primarily applies at the federal level since Wyoming doesn’t have personal income or corporate taxes. 

Still, you might be responsible for mineral or excise taxes, among others, regulated by the Wyoming Department of Revenue. 

Besides taxes, you can specify other relevant financial information like: 

• Required capital contributions from each member, including amounts and types (e.g., cash, property, or services)
• How profits and losses will be divided among members
• Procedures for making additional capital contributions if needed
• Rules for handling distributions

While you have flexibility in setting distribution terms, your operating agreement must comply with Wyoming law (W.S. 17-29-405). For instance, you can’t make contributions if doing so would leave your LLC unable to pay its debts. 

Amendments and dissolution

Lastly, your operating agreement should include instructions for how the document itself can be modified—whether that requires unanimous consent or other specific conditions for changing the terms. Similarly, you can name any particular events that might trigger the dissolution of your Wyoming LLC, such as: 

• Death or withdrawal of a managing member
• Bankruptcy or insolvency
• A unanimous vote between the members

You’ll also want to include provisions for “winding up” business affairs, as discussed throughout Wyoming’s Limited Liability Company Act. For example, you might specify how to distribute remaining assets, handle member buyouts, and file final paperwork with the state. 

How to create a Wyoming LLC operating agreement

We’ve discussed the general information that’s normally included in an operating agreement, but how do you put it all together?

Since Wyoming doesn’t have a set format, you can get an idea of how to structure everything by looking up reputable templates. However, keep in mind that templates might not address your LLC’s specific needs or align with Wyoming’s business laws. As a result, it’s generally a better idea to work with an attorney or professional service like LegalZoom to get a custom operating agreement—which you can do for as low as $99. 

In all cases, here’s how to begin. 

1. Gather member information

Start by collecting all your basic LLC ownership information: your business name, principal address, and formation details. You’ll also need complete information for all members, including their names, contact details, and initial capital contributions. 

Then, it’s smart to establish a system for tracking these contributions, along with owner’s draws or distributions, to maintain accurate financial records going forward. 

Additionally, gather any necessary supporting documentation, such as your federal tax ID, copies of your articles of organization, and registered agent information. 

2. Decide on the management structure

Next, choose whether your LLC will be member-managed or manager-managed. This affects everything from daily decision-making authority to voting rights, so be specific about how operations will work at your LLC. 

If you have multiple members, also consider each person’s role in the business and who’s best positioned to handle each responsibility.  

3. Draft the agreement

An operating agreement is one of the most important documents you’ll create for your LLC, so it’s worth taking the time to do it right. While templates are available, you’ll want to carefully review them for quality and completeness.

Alternatively, you can work with an attorney or drafting service like LegalZoom that understands Wyoming’s specific business laws. This is especially recommended if you’re forming a specialized structure in Wyoming, such as a series or close LLC. 

4. Review and revise

Before you sign the completed operating agreement, give it a thorough review (and give everyone involved a chance to review it, too). Make sure it aligns with your business goals, complies with Wyoming state law, and accounts for your future plans. Once you’ve completed the final check and everyone’s satisfied, you’re ready to implement any changes and proceed to the last step. 

5. Sign and distribute

Finally, have all the members sign the operating agreement, and then make copies for everyone involved—at least two copies for single-member LLCs, and more copies for each additional member. While you don’t need to file the agreement with the Wyoming SOS, you’ll still want to store the original in a secure location for easy access if you ever need it. 

Get a Wyoming LLC operating agreement with LegalZoom

While Wyoming doesn’t require you to work with an attorney or use a paid service like LegalZoom, consider the purpose of an operating agreement—it’s meant to govern your company’s internal affairs and protect your interests. 

Given its significance, it makes sense to get help and ensure it’s prepared to meet your needs. With LegalZoom, you’ll just answer a few questions about your Wyoming LLC, and we’ll handle the rest—from preparing your operating agreement to mailing it to you for all members to sign. 

FAQs

Does a single-member LLC need an operating agreement in Wyoming?

While no LLC is legally required to have an operating agreement in Wyoming, creating one is still valuable for single-member LLCs. It helps protect the member's personal assets, clearly defines the business structure, and can be useful when dealing with banks, vendors, or potential business partners in the future. 

Can I create my own operating agreement for my LLC in Wyoming?

Yes, you can draft an operating agreement entirely on your own (or use a paid or free operating agreement template). Just be sure to familiarize yourself with Wyoming’s Limited Liability Company Act (Chapter 29) to understand which provisions are allowed and prohibited. Still, you might consider using LegalZoom or working with an attorney for help. 

Can I change my operating agreement after forming my LLC?

Yes, you can modify and update your operating agreement as your business needs evolve. You’ll need to follow any amendment procedures outlined in your existing agreement (such as getting required member approvals) and document all changes in writing. 

Does a Wyoming operating agreement need to be filed with the government?

No, you don’t need to file your operating agreement with the Wyoming SoS—it’s an internal document. That said, you might need to provide a copy if there’s a legal dispute. Be sure to create extra copies and keep them in a safe place in case you ever need them.