Wyoming · 17 · statute
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A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
Propose a change(a) 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: (i) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110; (ii) To the extent necessary to comply with any transfer effective under W.S. 17-29-502 and any charging order in effect under W.S. 17-29-503; or (iii) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member. (b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. (c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in W.S. 17-29-708(c), a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. (d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
Propose a change(a) A limited liability company shall not make a distribution if after the distribution: (i) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (ii) The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members whose preferential rights are superior to those of persons receiving the distribution. (b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. (c) Except as otherwise provided in subsection (f) of this section, the effect of a distribution under subsection (a) of this section is measured: (i) In the case of a distribution by purchase, redemption or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and (ii) In all other cases, as of the date: (A) The distribution is authorized, if the payment occurs within one hundred twenty (120) days after that date; or (B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized. (d) Except as otherwise expressly agreed in writing, a limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors. (e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. (f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. (g) In subsection (a) of this section, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
Propose a change(a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of W.S. 17-29-405 and in consenting to the distribution fails to comply with W.S. 17-29-409, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of W.S. 17-29-405. (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other members, the liability stated in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility. (c) A person that receives a distribution knowing that the distribution to that person was made in violation of W.S. 17-29-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under W.S. 17-29-405. (d) A person against which an action is commenced because the person is liable under subsection (a) of this section may: (i) Implead any other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and (ii) Implead any person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section. (e) An action under this section is barred if not commenced within two (2) years after the distribution.
Propose a change(a) A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement: (i) Expressly provides that: (A) The company is or will be "manager-managed"; (B) The company is or will be "managed by managers"; or (C) Management of the company is or will be "vested in managers"; or (ii) Includes words of similar import. (b) In a member-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply: (i) The management and conduct of the company are vested in the members; (ii) Each member has equal rights in the management and conduct of the company's activities except: (A) When a member's interest is otherwise defined in W.S. 17-29-102(a)(xxv); (B) To the extent otherwise provided in any other provision in this chapter; or (C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member. (iii) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members; (iv) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members; (v) The operating agreement may be amended only with the consent of all members. (c) In a manager-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply: (i) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers; (ii) Each manager has equal rights in the management and conduct of the activities of the company; (iii) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers; (iv) The consent of all members is required to: (A) Sell, lease, exchange or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities; (B) Approve a merger, conversion, continuance, transfer or domestication under article 10 of this chapter; (C) Undertake any other act outside the ordinary course of the company's activities; and (D) Amend the operating agreement. (v) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause; (vi) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member; (vii) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager. (d) An action requiring the consent of members under this article may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. (f) This article does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.
Propose a change(a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation or other liability, the member or manager complied with the duties stated in W.S. 17-29-405 and 17-29-409. (b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status.
Propose a change(a) A member of a member-managed limited liability company owes to the company and, subject to W.S. 17-29-901(b), the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c). (b) The duty of loyalty of a member in a member-managed limited liability company includes the duties: (i) To account to the company and to hold as trustee for it any property, profit or benefit derived by the member: (A) In the conduct or winding up of the company's activities; (B) From a use by the member of the company's property; or (C) From the appropriation of a limited liability company opportunity; (ii) To refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and (iii) To refrain from competing with the company in the conduct of the company's activities before the dissolution of the company. (c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests or at least not opposed to the best interests of the company. In discharging this duty, a member may rely in good faith upon opinions, reports, statements or other information provided by another person that the member reasonably believes is a competent and reliable source for the information. (d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing. (e) It is a defense to a claim under paragraph (b)(ii) of this section and any comparable claim in equity or at common law that the transaction was fair to or at least not opposed to the limited liability company. (f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (g) In a manager-managed limited liability company, the following rules apply: (i) Subsections (a), (b), (c) and (e) of this section apply to the manager or managers and not the members; (ii) The duty stated under paragraph (b)(iii) of this section continues until winding up is completed; (iii) Subsection (d) of this section applies to the members and managers; (iv) Subsection (f) of this section applies only to the members; (v) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.
Propose a change(a) In a member-managed limited liability company, the following rules apply: (i) On reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company, any record maintained by the company regarding the company's activities, financial condition and other circumstances, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter; (ii) The company shall furnish to each member: (A) On demand, any information concerning the company's activities, financial condition and other circumstances which the company knows and is material to the proper exercise of the member's rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and (B) On demand, any other information concerning the company's activities, financial condition and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (iii) The duty to furnish information under paragraph (ii) of this subsection also applies to each member to the extent the member knows any of the information described in paragraph (ii) of this subsection. (b) In a manager-managed limited liability company, the following rules apply: (i) The informational rights stated in subsection (a) of this section and the duty stated in paragraph (a)(iii) of this section apply to the managers and not the members; (ii) During regular business hours and at a reasonable location specified by the company, a member may obtain from the company and inspect and copy full information regarding the activities, financial condition and other circumstances of the company as is just and reasonable if: (A) The member seeks the information for a purpose material to the member's interest as a member; (B) The member makes a demand in a record received by the company, describing with reasonable particularity the information sought and the purpose for seeking the information; and (C) The information sought is directly connected to the member's purpose. (iii) Within ten (10) days after receiving a demand pursuant to subparagraph (ii)(B) of this subsection, the company shall in a record inform the member that made the demand: (A) Of the information that the company will provide in response to the demand and when and where the company will provide the information; and (B) If the company declines to provide any demanded information, the company's reasons for declining. (iv) Whenever this chapter or an operating agreement provides for a member to give or withhold consent to a matter, before the consent is given or withheld, the company shall, upon demand, provide the member with all information that is known to the company and is material to the member's decision. (c) On ten (10) days' demand made in a record received by a limited liability company, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith and the person satisfies the requirements imposed on a member by paragraph (b)(ii) of this section. The company shall respond to a demand made pursuant to this subsection in the manner provided in paragraph (b)(iii) of this section. (d) A limited liability company may charge a person that makes a demand under this section the reasonable costs of copying, limited to the costs of labor and material. (e) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under subsection (g) of this section applies both to the agent or legal representative and the member or dissociated member. (f) The rights under this section do not extend to a person as transferee. (g) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.
Propose a changeA transferable interest is personal property.
Propose a change(a) A transfer, in whole or in part, of a transferable interest: (i) Is permissible; (ii) Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (iii) Subject to W.S. 17-29-504, does not entitle the transferee to: (A) Participate in the management or conduct of the company's activities; or (B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities. (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. (g) Except as otherwise provided in W.S. 17-29-602(a)(iv)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. (h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under W.S. 17-29-403 and 17-29-406(c) known to the transferee when the transferee becomes a member.
Propose a change(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. (b) Reserved. (c) Reserved. (d) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. (e) A limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. (f) This article does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. (g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a judgment debtor, including any judgment debtor who may be the sole member, dissociated member or transferee, may, in the capacity of the judgment creditor, satisfy the judgment from the judgment debtor's transferable interest or from the assets of the limited liability company. Other remedies, including foreclosure on the judgment debtor's limited liability interest and a court order for directions, accounts and inquiries that the judgment debtor might have made are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by the court.
Propose a changeIf a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in W.S. 17-29-502(c) and, for the purposes of settling the estate, the rights of a current member under W.S. 17-29-410.
Propose a change(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under W.S. 17-29-602(a)(i). (b) A person's dissociation from a limited liability company is wrongful only if the dissociation: (i) Is in breach of an express provision of the operating agreement; or (ii) Occurs before the termination of the company and: (A) The person is expelled as a member by judicial order under W.S. 17-29-602(a)(v); or (B) The person is dissociated under W.S. 17-29-602(a)(vii)(A) by becoming a debtor in bankruptcy. (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to W.S. 17-29-901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation or other liability of the member to the company or the other members.
Propose a change(a) A person is dissociated as a member from a limited liability company when: (i) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date; (ii) An event stated in the operating agreement as causing the person's dissociation occurs; (iii) The person is expelled as a member pursuant to the operating agreement; (iv) The person is expelled as a member by the unanimous consent of the other members if: (A) It is unlawful to carry on the company's activities with the person as a member; (B) There has been a transfer of all of the person's transferable interest in the company, other than: (I) A transfer for security purposes; or (II) A charging order in effect under W.S. 17-29-503. (C) The person is an entity as defined in W.S. 17-16-140(a)(xiii) and, within ninety (90) days after the company notifies the person that it will be expelled as a member because the person has filed articles of dissolution or the equivalent, its charter has been revoked, or its right to conduct business has been suspended by the jurisdiction of its incorporation, the articles of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or (D) The person is some other entity not described in subparagraph (C) of this paragraph that has been dissolved and whose business is being wound up. (v) On application by the company, the person is expelled as a member by judicial order because the person: (A) Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities; (B) Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under W.S. 17-29-409; or (C) Has engaged in, or is engaging in, conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member. (vi) In the case of a person who is an individual: (A) The person dies; or (B) In a member-managed limited liability company: (I) A guardian or general conservator for the person is appointed; or (II) There is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement. (vii) In a member-managed limited liability company, the person: (A) Becomes a debtor in bankruptcy; (B) Executes an assignment for the benefit of creditors; or (C) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property. (viii) In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed; (ix) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed; (x) In the case of a member that is not an individual, partnership, limited liability company, corporation, trust or estate, the termination of the member; (xi) The company participates in a merger under article 10 of this chapter, if: (A) The company is not the surviving entity; or (B) Otherwise as a result of the merger, the person ceases to be a member. (xii) The company participates in a conversion under article 10 of this chapter; (xiii) The company participates in a continuance, transfer or domestication under article 10 of this chapter, if, as a result of the continuance, transfer or domestication, the person ceases to be a member; or (xiv) The company terminates.
Propose a change(a) When a person is dissociated as a member of a limited liability company: (i) The person's right to participate as a member in the management and conduct of the company's activities terminates; (ii) If the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (iii) Subject to W.S. 17-29-504 and article 10 of this chapter, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
Propose a change(a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (i) An event or circumstance that the operating agreement or articles of organization states causes dissolution; (ii) The consent of all the members; (iii) The passage of ninety (90) consecutive days during which the company has no members; (iv) On application by a member, the entry of a court order dissolving the company on the grounds that: (A) The conduct of all or substantially all of the company's activities is unlawful; or (B) It is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; or (v) On application by a member or dissociated member, the entry of a court order dissolving the company on the grounds that the managers or those members in control of the company: (A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or (B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant. (b) In a proceeding brought under paragraph (a)(v) of this section, the court may order a remedy other than dissolution.
Propose a change(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up. (b) In winding up its activities, a limited liability company: (i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and (ii) May: (A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved; (B) Preserve the company activities and property as a going concern for a reasonable time; (C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative; (D) Transfer the company's property; (E) Settle disputes by mediation or arbitration; (F) Reserved; and (G) Perform other acts necessary or appropriate to the winding up. (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii). (d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection: (i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and (ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to: (A) State that the company has no members; (B) State that the person has been appointed pursuant to this subsection to wind up the company; and (C) Provide the street and mailing addresses of the person. (e) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities: (i) On application of a member, if the applicant establishes good cause; (ii) On the application of a transferee, if: (A) The company does not have any members; (B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and (C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or (iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).
Propose a change(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section. (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall: (i) Specify the information required to be included in a claim; (ii) Provide a mailing address to which the claim is to be sent; (iii) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and (iv) State that the claim will be barred if not received by the deadline. (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and: (i) The claim is not received by the specified deadline; or (ii) If the claim is timely received but rejected by the company: (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety (90) days after the claimant receives the notice; and (B) The claimant does not commence the required action within the ninety (90) days. (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
Propose a change(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice. (b) The notice authorized by subsection (a) of this section shall: (i) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located; (ii) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (iii) State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice. (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within three (3) years after the publication date of the notice, the claim of each of the following claimants is barred: (i) A claimant that did not receive notice in a record under W.S. 17-29-703; (ii) A claimant whose claim was timely sent to the company but not acted on; and (iii) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (d) A claim not barred under this section or W.S. 17-29-703(c) may be enforced: (i) Against a dissolved limited liability company, to the extent of its undistributed assets; and (ii) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
Propose a change(a) If any limited liability company's registered agent has filed its resignation with the secretary of state and the limited liability company has not replaced its registered agent and registered office, or the limited liability company is without a registered agent or registered office in this state for any reason, it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within sixty (60) days of mailing or electronic submission of the notice, the limited liability company shall be deemed defunct and to have forfeited its articles of organization acquired under the laws of this state. Provided, that any defunct limited liability company may at any time within two (2) years after the forfeiture of its articles of organization or certificate of authority, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars ($250.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The limited liability company shall retain its registered name during the two (2) year reinstatement period under this section. (b) If any limited liability company has failed to pay the fee required by W.S. 17-29-210 or any penalties imposed under W.S. 17-28-109, it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof. The forfeiture shall be made effective in the following manner. The secretary of state shall provide notice to the limited liability company at its last known mailing address by first class mail or by electronic means. Unless compliance is made within sixty (60) days of the date of notice the limited liability company shall be deemed defunct and to have forfeited its articles of organization or certificate of authority acquired under the laws of this state. Provided, that any defunct limited liability company may at any time within two (2) years after the forfeiture of its articles of organization of certificate of authority, be revived and reinstated by paying the amount of the delinquent fees. When the reinstatement is effective, it relates back to and takes effect as of the effective date deemed defunct pursuant to this subsection and the limited liability company resumes carrying on its business as if it had never been deemed defunct. (c) A limited liability company shall be deemed to be transacting business within this state without authority, to have forfeited any franchises, rights or privileges acquired under the laws thereof and shall be deemed defunct and to have forfeited its articles of organization or certificate of authority acquired under the laws of this state, and the forfeiture shall be made effective in the manner provided in subsection (a) of this section, if: (i) A member of the limited liability company signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; (ii) The limited liability company has failed to respond to a valid and enforceable subpoena; or (iii) It is in the public interest and the limited liability company or any of its members: (A) Failed to provide records to the registered agent as required in this chapter; (B) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this chapter; (C) Cannot be served by either the registered agent or by mail or electronically by the secretary of state acting as the agent for process; (D) Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States; or (E) Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17-28-108 or following notification by the registered agent. (d) The secretary of state may classify a limited liability company as delinquent awaiting forfeiture of its articles of organization or certificate of authority at the time the secretary of state provides the notice required under subsections (a) through (c) of this section to the limited liability company. (e) In addition to the other provisions of this section, if any low profit limited liability company has ceased to meet the definition of a low profit limited liability company as provided in W.S. 17-29-102(a)(ix) and has failed for thirty (30) days after ceasing to meet the definition to file an amendment to its articles of organization with the secretary of state amending its name to conform with the requirements of W.S. 17-29-108, it shall be deemed to be transacting business in this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the same manner as provided in subsection (a) of this section. The reinstatement provisions and fees provided in subsection (a) of this section shall apply.
Propose a changeReserved.
Propose a changeAppeals of decisions of the secretary of state under this article may be made as provided in W.S. 17-16-1423.
Propose a change(a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under W.S. 17-29-503: (i) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (ii) In equal shares among members and dissociated members, except: (A) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110; (B) To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or (C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member. (c) If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. (d) Repealed by Laws 2017, ch. 51, § 2.
Propose a change(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
Propose a change(a) A member may maintain a derivative action to enforce a right of a limited liability company if: (i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or (ii) A demand under paragraph (i) of this subsection would be futile.
Propose a change(a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
Propose a change(a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity: (i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or (ii) If a demand has not been made, the reasons a demand under W.S. 17-29-902(a)(i) would be futile.
Propose a change(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under W.S. 17-29-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction. (b) A special litigation committee may be composed of one (1) or more disinterested and independent individuals, who may be members. (c) A special litigation committee may be appointed: (i) In a member-managed limited liability company: (A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and (B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or (ii) In a manager-managed limited liability company: (A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and (B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants. (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding: (i) Continue under the control of the plaintiff; (ii) Continue under the control of the committee; (iii) Be settled on terms approved by the committee; or (iv) Be dismissed. (e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
Propose a change(a) Except as otherwise provided in subsection (b) of this section: (i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and (ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
Propose a change(a) As used in this chapter: (i) "Constituent limited liability company" means a constituent organization that is a limited liability company; (ii) "Constituent organization" means an organization that is party to a merger; (iii) "Converted organization" means the organization into which a converting organization converts pursuant to W.S. 17-29-1006; (iv) "Converting limited liability company" means a converting organization that is a limited liability company; (v) "Converting organization" means an organization that converts into another organization pursuant to W.S. 17-29-1006; (vi) "Governing statute" means the statute that governs an organization's internal affairs; (vii) "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, statutory trust, corporation or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit; (viii) "Organizational documents" means: (A) For a domestic or foreign general partnership, its partnership agreement; (B) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute; (D) For a business or statutory trust, its agreement of trust, declaration of trust or certificate of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders which are authorized by its governing statute or comparable records as provided in its governing statute; and (F) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it or are members of it. (ix) "Personal liability" means liability for a debt, obligation or other liability of an organization which is imposed on a person that co-owns, has an interest in or is a member of the organization: (A) By the governing statute solely by reason of the person co-owning, having an interest in or being a member of the organization; or (B) By the organization's organizational documents under a provision of the governing statute authorizing those documents to make one (1) or more specified persons liable for all or specified debts, obligations or other liabilities of the organization solely by reason of the person or persons co-owning, having an interest in or being a member of the organization. (x) "Surviving organization" means an organization into which one (1) or more other organizations are merged whether the organization preexisted the merger or was created by the merger.
Propose a change(a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes; (iii) Each of the other organizations complies with its governing statute in effecting the merger; and (iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable. (b) A plan of merger shall be in a record and shall include: (i) The name and form of each constituent organization; (ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration; (iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
Propose a change(a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company. (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004, a constituent limited liability company may amend the plan or abandon the merger: (i) As provided in the plan; or (ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
Propose a change(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and (ii) Each other constituent organization, as provided in its governing statute. (b) Articles of merger under this section shall include: (i) The name and form of each constituent organization and the jurisdiction of its governing statute; (ii) The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect; (iii) The date the merger is effective under the governing statute of the surviving organization; (iv) If the surviving organization is to be created by the merger: (A) If it will be a limited liability company, the company's articles of organization; or (B) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record. (v) If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; (vi) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (vii) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of W.S. 17-29-1005(b); and (viii) Any additional information required by the governing statute of any constituent organization. (c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state. (d) A merger becomes effective under this chapter: (i) If the surviving organization is a limited liability company, upon the later of: (A) Compliance with subsection (c) of this section; or (B) Subject to W.S. 17-29-205(c), as specified in the articles of merger; or (ii) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (e) If the secretary of state finds that the articles of merger comply with the requirements of law, that all required fees have been paid and a certificate has been requested, he shall issue a certificate of merger.
Propose a change(a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization; (v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; (vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7 of this chapter; (ix) If the surviving organization is created by the merger: (A) If it is a limited liability company, the articles of organization becomes effective; or (B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.
Propose a changeAn organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.
Propose a changeReserved.
Propose a changeReserved.
Propose a change(a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes. (b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection.
Propose a change(a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization's domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued continuing the organization in Wyoming as if it had been organized as a limited liability company in this state. The certificate of registration may be subject to any limitations and conditions as may appear proper to the secretary of state. (b) The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the foreign jurisdiction in which the organization was previously organized. (c) The articles of continuance filed by a foreign organization with the secretary of state shall contain: (i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter; (ii) The names of the organization and the foreign jurisdiction in which it has previously been lawfully organized; (iii) The date of organization; (iv) The address of its principal mailing address; (v) The name and address of the proposed registered agent in this state; (vi) Reserved; (vii) Repealed By Laws 2014, Ch. 65, § 2. (viii) Repealed By Laws 2014, Ch. 65, § 2. (ix) Repealed By Laws 2014, Ch. 65, § 2. (x) Any additional information permitted in articles of organization under W.S. W.S. 17-29-201. (d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the organization. (e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the organization's articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Revised Uniform Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued organization. The organization may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance. (f) Except for the purpose of W.S. 16-6-101 through 16-6-118, the existence of any organization heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the organization commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to an organization continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign organization is continued under this act, the continuance shall not affect the ownership of its property, or its liability for any existing obligations, causes of action, claims, pending or threatened prosecution or civil or administration actions, convictions, rulings, orders or judgments. (g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership.
Propose a change(a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following: (i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction; (ii) A statement of the jurisdiction to which the limited liability company is to be transferred; (iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer; (iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and (v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer. (b) The secretary of state shall require that the limited liability company maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer. (c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the limited liability company is transferred. (d) Upon issuance of a certificate of transfer, the limited liability company shall be continued as if it had been organized under the laws of the other jurisdiction and becomes a limited liability company under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration. (e) Every limited liability company organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of sixty dollars ($60.00). (f) A resolution to transfer the limited liability company to another jurisdiction shall be adopted by the members. (g) The limited liability company may represent to the proper officer of the jurisdiction to which the limited liability company is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the limited liability company to be accepted in that jurisdiction, provided that the limited liability company may not misrepresent the requirements or effects of the provisions of this section.
Propose a change