LLC governance
Wyoming LLC Operating Agreement
Wyoming's LLC Act makes the operating agreement the main rulebook for relations among members, managers and the company, within limits the Act sets (W.S. 17-29-110). You do not file it with the Secretary of State, but you should sign one. It is included in our Pro ($299) and Complete ($399) packages.
Wyoming fees re-checked against the Secretary of State fee schedule: November 10, 2026
Heads up: we are an independent company that prepares and submits Wyoming filings for owners. We are not the Wyoming Secretary of State and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.
- Filed with the Wyoming Secretary of State
- We track your anniversary-month annual report
- Cited to Wyoming Statutes Title 17
- Talk to a filer: (386) 465-3937
Wyoming LLC Operating Agreement: the Wyoming specifics
Defaults if you skip it
Where the agreement is silent, the Act's default rules decide management, voting and distributions, which may not match what the owners intended.
Check it: Wyoming Statutes, Title 17Series and close LLCs depend on it
A series exists only if the operating agreement establishes it (W.S. 17-29-211), and a close LLC must print its transfer and withdrawal notice in the operating agreement (W.S. 17-25-103(c)).
Check it: Wyoming Statutes, Title 17Kit and records
A Wyoming LLC or corporation is a separate legal person only as long as it is run like one. A kit with an embosser seal, membership or stock certificates and a records binder keeps your operating agreement or bylaws, resolutions and ownership ledger in one place. Wyoming also requires the records behind each annual report to be kept for three years (W.S. 17-29-209(e)), and the binder is a natural home for them. A kit is not a guarantee of liability protection and not legal advice.
Check it: Wyoming Statutes, Title 17What a Wyoming operating agreement should cover
Who the members are and what each contributed, how profits and losses are divided, whether the company is member-managed or manager-managed, how votes work, what happens when a member wants to leave or dies, and how the company can be dissolved. The Act lets the agreement govern almost all of this (W.S. 17-29-110), with a short list of things it cannot change.
For a close LLC, the agreement must also print the Notice of Restrictions on Transfers and Withdrawals that W.S. 17-25-103(c) requires, and withdrawal is allowed only on the terms the agreement sets or with every other member's consent.
Source: wyoleg.gov
Series LLCs live or die by the agreement
A Wyoming series exists only if the operating agreement establishes it. The liability shield between series applies only if the records accounting for each series' assets are kept separately, the operating agreement specifically provides for the limitations, and the articles of organization include notice of them (W.S. 17-29-211(c)). A series LLC without a careful agreement and separate books is a single LLC in practice.
If you plan to use series, tell us at checkout so the agreement is written for it. The state charges $10 for each series designated.
Source: wyoleg.gov
Single-member LLCs need one too
A one-owner Wyoming LLC is not required to file an operating agreement, and the state never sees it. Writing one still matters: it documents that the company is a separate business, names who can sign for it, and says what happens to the company if the owner dies or becomes unable to act. Banks often ask for it when you open an account.
Store the signed agreement with your articles, EIN letter and annual report confirmations, and update it when owners, managers or the way profits are split changes.
Source: wyoleg.gov
When to update the agreement
Revisit the agreement when a member joins or leaves, when ownership percentages change, when you move from member-managed to manager-managed, when you add a series, or when you elect close LLC or DAO status. Each of those changes how the company actually works, and an agreement that no longer matches reality is little help in a dispute. Have every member sign the amended version and keep the old one in the binder.
Source: wyoleg.gov
Wyoming LLC Operating Agreement: questions
There is no filing requirement, but a written agreement avoids relying on statutory defaults, and Wyoming's series and close LLC features need one.
Check it: Wyoming Statutes, Title 17Corp USA prepares and submits your Wyoming filing with the Secretary of State's Business Division for you. The official state fee is passed through at cost, with our service fee shown separately at checkout, so you do not need to go to the state's website to file.
Check it: Wyoming Secretary of StateReady when you are, Wyoming.
Heads up: we are an independent company that prepares and submits Wyoming filings for owners. We are not the Wyoming Secretary of State and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.