Wyoming LLC Operating Agreement: Should You Have One?
A Wyoming LLC Operating Agreement is an internal document that outlines your company’s ownership structure, operating procedures, and member rights.
We recommend having an operating agreement for both single-member and multi-member LLCs. This helps prevent future disputes and maintain limited liability protection.
Start in Wyoming’s LLC formation service includes LLC formation and an operating agreement from an attorney, attorney-client privilege, EIN filing, and a U.S. office address with proof of address documents. It’s everything you need to become a professional U.S. business and open bank and payment processor accounts successfully.
Does Wyoming Require an Operating Agreement for LLCs?
Wyoming’s LLC laws mean you aren’t legally required to create an operating agreement for your LLC. However, creating a Wyoming LLC operating agreement offers protection for your limited liability company.
Your operating agreement is the document that governs your Wyoming LLC’s internal operations. Without one, your company defaults to Wyoming state laws, which may not match your business needs or goals.
What is a Wyoming LLC Operating Agreement?
A Wyoming LLC Operating Agreement serves as a legally binding contract that establishes how your LLC will operate and be governed. This document outlines the ownership structure, management responsibilities, and operational procedures for your LLC’s members.
Having an operating agreement helps you:
- Maintain your LLC’s limited liability protection
- Define ownership percentages and voting rights
- Establish clear management structures
- Protect your business interests in legal disputes
- Set procedures for handling ownership changes
For single-member LLCs, it helps establish your company as a separate entity from personal assets. For multi-member LLCs, it prevents misunderstandings by clearly defining each member’s roles and responsibilities.
Consider updating your operating agreement when significant changes occur in your business structure or membership.
Keep this document with your important business records. All members should receive a copy for their reference. You’ll often need to present it when opening bank accounts or securing business loans.
With Wyoming’s strict privacy laws, your operating agreement details remain confidential and protected from public access.
What to Include in an LLC Operating Agreement
How you structure your Wyoming operating agreement will largely depend on how you structure your LLC. However, there’s some basic information that everyone should consider including.
Your LLC Information
The opening section of your LLC Operating Agreement must clearly identify your company’s foundational details.
Begin by stating your Wyoming LLC’s complete legal name exactly as it appears on your Articles of Organization. You’ll need to include the effective date when your limited liability company was officially formed.
Provide information about your registered agent:
- Full name of the registered agent
- Physical Wyoming address where they can receive legal documents
- Business hours when they’re available for service of process
Include a statement of your company’s business purpose. While you can make this broad to allow flexibility in operations, you should:
- Outline primary business activities
- Specify permitted operations and services
- Include language allowing for future expansion
Make sure each element is accurate and matches your state filing documents.
Keep these details current and update them if any changes occur to maintain proper documentation of your business structure.
Ownership Structure
You should outline three components for each member: their name, ownership percentage, and capital contributions.
| Component | What to Include |
| Member Names | Full legal names of all LLC members |
| Ownership % | Each member’s exact percentage interest |
| Capital Contributions | Specific values of money, property, or services |
Remember that an operating agreement in Wyoming is an internal document. This information doesn’t have to be shared with the government.
You can detail how ownership interests are divided among members, typically expressed as percentages that total 100%. For example, if you’re forming a member LLC with two partners, you might structure it as 50/50.
Your agreement can specify:
- The type of contribution each member made
- The exact value assigned to non-cash contributions
- When contributions were or will be made
- How additional capital contributions will be handled
Management and Decision-Making
It’s a good idea for your LLC Operating Agreement to establish how your company will be managed and how decisions will be made.
You’ll need to specify whether you’re choosing a member-managed or manager-managed structure.
Your management section can outline these elements:
- The specific roles and duties of each member or manager include who can sign contracts, access bank accounts, and handle daily business operations.
- The voting rights of members, including whether voting power is proportional to ownership percentage or equal among all members.
- The decision-making process for routine matters versus major decisions, like accepting new members or selling company assets.
Include detailed procedures for how your LLC will handle business decisions. Specify which decisions require a majority vote versus unanimous consent.
Financial Arrangements
Outline your profit and loss distribution methods among LLC members and specify procedures for additional capital contributions if/when needed.
Your Operating Agreement must define your company’s accounting methods and fiscal year. Include specific provisions for:
- How profits and losses will be distributed (equal splits or based on ownership percentage)
- When distributions will occur (monthly, quarterly, or annually)
- Accounting method choice (cash or accrual basis)
- Fiscal year designation for tax purposes
These financial arrangements protect your LLC members and provide clear guidelines for handling money matters.
Wyoming Single Member LLC Operating Agreement
A single-member operating agreement is about protecting yourself by establishing personal liability protection.
This is done by separating your personal and business assets, which becomes important if your LLC faces legal challenges.
Here’s what your Single-member LLC operating agreement could include:
- Your initial capital contribution amount and method (cash, property, or services)
- Details of separate business bank accounts and records
- Details of your registered agent
- Your plan for business continuation or dissolution in case of death or incapacity
Wyoming Multi Member LLC Operating Agreement
A Wyoming Multi-Member LLC Operating Agreement requires consideration of multiple owners’ rights, responsibilities, and relationships within the business structure.
You’ll need to clearly define how your LLC will handle decision-making, profit distributions, and potential conflicts among members.
When creating your operating agreement, include these details:
- Membership percentages for each owner
- Capital contribution requirements and schedules
- Voting rights and procedures for major decisions
- Process for admitting new members or handling member exits
- Distribution of profits and losses among members
- Management structure (member-managed or manager-managed)
Remember to have all members sign the agreement and keep copies with your records. Update the document whenever significant changes occur in ownership or management structure.
Wyoming LLC Operating Agreement Member Managed
A member-managed LLC is where all the members (owners) are in charge of daily operations and the decision-making process. This is the most common type of LLC structure.
Each member in this structure has the authority to bind the LLC in contracts and agreements, so clear boundaries are important if there is more than one member.
Wyoming LLC operating agreement manager managed
A manager-managed LLC separates ownership from daily operations by designating specific individuals as managers who will handle business decisions and transactions.
This setup is typically for LLCs with passive investors or when specialized management skills are required.
When you create a manager-managed operating agreement, you’ll need to clearly define the roles and responsibilities of both managers and members.
If you choose a manager-managed structure, include:
- How managers are selected and removed
- Manager responsibilities and limitations
- Compensation for managers
Do I Have to File My Operating Agreement in Wyoming?
No, an operating agreement does not need to be filed with the state of Wyoming. An operating agreement is an internal document.
Here’s what you should do with your operating agreement instead of filing it:
- Store the signed document in a secure location. Cloud storage is preferable in case of damage to a device.
- Distribute copies to all LLC members.
- Make it readily available for banks, lenders, or potential investors who may request to review it.
Can I Write My Own Operating Agreement?
Yes, you can write your own operating agreement, but you’ll want to ensure it includes the necessary information.
| Component | Required Elements | Best Practices |
| Basic Info | LLC name, address, purpose | Include formation date and duration |
| Members | Names, ownership percentages | Detail voting rights clearly |
| Management | Decision-making structure | Specify manager/member roles |
| Capital | Initial contributions | Document future capital calls |
| Operations | Meeting requirements | Include dispute resolution methods |
Consider using a legal template as your starting point. These templates typically contain standard provisions that protect your LLC’s interests and outline member responsibilities.
If your LLC structure is complex or you’re unsure about certain legal requirements, it’s a good idea to have an attorney review your draft.
Does My LLC Operating Agreement Need to Be Notarized?
No, your Wyoming LLC operating agreement doesn’t need to be notarized to be legally valid. The document becomes binding once all LLC members sign it.
Even without notarization, your operating agreement maintains its legal status as long as it complies with Wyoming state laws.
Want an Attorney Formed LLC?
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