Wyoming · Operating agreement
Wyoming LLC operating agreement
What Wyoming's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Wyoming operating agreementWhat Wyoming’s LLC act says
Wyoming defines the operating agreement as the agreement of all the members, including a sole member, about the matters listed in 17-29-110. It includes later amendments or restatements. 4
Wyoming counts an operating agreement whether it is oral, in a record, implied, or any mix of those. It does not need to be called an operating agreement. 4
What Wyoming’s act does not let an agreement change:
- Cannot vary the company's capacity to sue and be sued 1
- Cannot eliminate the duty of good faith and fair dealing 1
- Cannot vary the court's power to decree dissolution 1
One-member company. Wyoming's definition of operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Not confirmed for Wyoming from an official source: whether a Wyoming agreement is filed with the state.
What happens with no agreement
In Wyoming an LLC is member-managed unless its articles or operating agreement say it is manager-managed. Members then hold management and each has equal rights under 17-29-407. 2
Wyoming splits distributions in equal shares among members unless a written or verbal operating agreement says otherwise. Section 17-29-404 also lists a few other exceptions. 3
What the template covers in Wyoming
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Wyoming’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Wyoming LLC
You form a Wyoming LLC by filing with Wyoming’s Secretary of State.
The Wyoming annual report is due the 1st day of your formation anniversary month. 5
Search the Wyoming business records at the Secretary of State before you file: Wyoming entity search.
The operating agreement for a Wyoming LLC is separate from the Wyoming formation filing.
Common questions
Is an operating agreement required for an LLC in Wyoming?
Wyoming's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement does not cover a matter, the act's own rules govern it under 17-29-110. 1
Is there a Wyoming LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Wyoming LLC have an operating agreement?
Wyoming's definition of operating agreement expressly includes the agreement of a sole member, so a one-member LLC can have one. 4
Does a Wyoming operating agreement need to be notarized?
None of the Wyoming rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Wyoming operating agreement, and is it filed?
We could not confirm from an official Wyoming source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Wyoming’s Secretary of State. 6
Also in Wyoming
Sources 6 links, checked Sep 1, 2026 to Nov 13, 2026
- Wyoming LLC act, section 17-29-110 wyoleg.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.
- Wyoming LLC act, section 17-29-407 wyoleg.gov, checked Nov 13, 2026
A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement …
- Wyoming LLC act, section 17-29-404 wyoleg.gov, checked Nov 13, 2026
Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except …
- Wyoming LLC act, section 17-29-102 wyoleg.gov, checked Nov 13, 2026
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 annual report wyobiz.wyo.gov, checked Sep 1, 2026
- Official state fee schedule for LLC filings sos.wyo.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Wyoming’s rules. It is not legal or tax advice.
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