reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-109 - Reservation of Name.

17-29-109. Reservation of name.
(a) A person may reserve the exclusive use of the name of a limited liability company, including a fictitious or assumed name for a foreign limited liability company whose name is not available, by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name for which application has been made is available, it shall be reserved for the applicant's exclusive use for a one hundred twenty (120) day period.
(b) The owner of a name reserved for a limited liability company may transfer the reservation to another person by delivering to the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-110 - Operating Agreement; Scope, Function and Limitations.

17-29-110. Operating agreement; scope, function and limitations.
(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following:
(i) Relations among the members as members and between the members and the limited liability company;
(ii) The rights and duties under this chapter of a person in the capacity of manager;
(iii) The activities of the company and the conduct of those activities;
(iv) The means and conditions for amending the operating agreement;
(v) Management rights and voting rights of members;
(vi) Transferability of membership interests;
(vii) Distributions to members prior to dissolution;
(viii) All other aspects of the management of the limited liability company.
(b) 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.
(c) An operating agreement shall not:
(i) Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name;
(ii) Vary the law applicable under W.S 17-29-106;
(iii) Vary the power of the court under W.S. 17-29-204;
(iv) Reserved;
(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);
(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410;
(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);
(viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i);
(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;
(x) Reserved; or
(xi) Reserved.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-111 - Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement.

17-29-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.
(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
(c) Two (2) or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One (1) person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-112 - Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company.

17-29-112. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.
(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.
(c) If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under W.S. 17-29-110(c) if contained in the operating agreement, the provision is likewise ineffective in the record.
(d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
(i) The operating agreement prevails as to members, dissociated members, transferees and managers; and
(ii) The record prevails as to other persons to the extent they reasonably rely on the record.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-113 - Registered Office and Registered Agent to Be Maintained.

17-29-113. Registered office and registered agent to be maintained.
(a) Each limited liability company shall have and continuously maintain in this state:
(i) A registered office as provided in W.S. 17-28-101 through 17-28-111;
(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited liability companies.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-114 - Foreign Limited Liability Companies; Operation; Revocation and Reinstatement of Certificates of Authority.

17-29-114. Foreign limited liability companies; operation; revocation and reinstatement of certificates of authority.
To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. A foreign limited liability company's certificate of authority shall be revoked or reinstated in the manner provided for foreign corporations in W.S. 17-16-1530 through 17-16-1532.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-201 - Formation of Limited Liability Company; Articles of Organization.

17-29-201. Formation of limited liability company; articles of organization.
(a) One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization.
(b) Articles of organization shall state:
(i) The name of the limited liability company, which must comply with W.S. 17-29-108;
(ii) The street address of the limited liability company's initial registered office and the name of its initial registered agent at that office; and
(iii) Reserved.
(c) The articles of organization shall be accompanied by a written consent to appointment signed by the registered agent.
(d) Subject to W.S. 17-29-112(c), articles of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in articles of organization is not effective as a statement of authority.
(e) The following rules apply:
(i) A limited liability company is formed when the articles of organization become effective, unless the articles state a delayed effective date pursuant to W.S. 17-29-205(c);
(ii) If the articles state a delayed effective date, a limited liability company is not formed if, before the articles take effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the articles;
(iii) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-202 - Amendment or Restatement of Articles of Organization.

17-29-202. Amendment or restatement of articles of organization.
(a) Articles of organization may be amended or restated at any time. Articles of organization shall be amended when:
(i) There is a change in the name of the limited liability company;
(ii) There is a false or erroneous statement in the articles of organization.
(b) To amend its articles of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating:
(i) The name of the company;
(ii) The date of filing of its articles of organization; and
(iii) The changes the amendment makes to the articles as most recently amended or restated.
(c) To restate its articles of organization, a limited liability company shall deliver to the secretary of state for filing a restatement, designated as such in its heading, stating:
(i) In the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial articles of organization; and
(ii) The changes the restatement makes to the articles as most recently amended or restated.
(d) Subject to W.S. 17-29-112(c) and 17-29-205(c), an amendment to or restatement of articles of organization is effective when delivered for filing with the secretary of state.
(e) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in filed articles of organization was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:
(i) Cause the articles to be amended; or
(ii) If appropriate, deliver to the secretary of state for filing a statement of correction under W.S. 17-28-102 or a statement of correction under W.S. 17-29-206.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-203 - Signing of Records to Be Delivered for Filing to Secretary of State.

17-29-203. Signing of records to be delivered for filing to secretary of state.
(a) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as follows:
(i) Except as otherwise provided in paragraphs (ii) through (iv) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company;
(ii) A limited liability company's initial articles of organization shall be signed by at least one (1) person acting as an organizer;
(iii) Reserved;
(iv) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company's activities under W.S. 17-29-702(c) or a person appointed under W.S. 17-29-702(d) to wind up those activities;
(v) A statement of cancellation under W.S. 17-29-201(e)(ii) shall be signed by each organizer that signed the initial articles of organization, but a personal representative of a deceased or incompetent organizer may sign in the place of the decedent or incompetent;
(vi) A statement of denial by a person under W.S. 17-29-303 shall be signed by that person; and
(vii) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state.
(b) Any record filed under this chapter may be signed by an agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-204 - Signing and Filing Pursuant to Judicial Order.

17-29-204. Signing and filing pursuant to judicial order.
(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:
(i) The person to sign the record;
(ii) The person to deliver the record to the secretary of state for filing; or
(iii) The secretary of state to file the record unsigned.
(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-205 - Delivery to and Filing of Records by Secretary of State; Effective Time and Date.

17-29-205. Delivery to and filing of records by secretary of state; effective time and date.
(a) A record authorized or required to be delivered to the secretary of state for filing under this chapter shall be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fees required by this act or other law and any past due fees, taxes or penalties have been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and:
(i) For a statement of denial under W.S. 17-29-303, send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and
(ii) For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.
(b) Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
(c) Except as otherwise provided in W.S. 17-28-103 and 17-29-206, a record delivered to the secretary of state for filing under this article shall be effective as provided in W.S. 17-16-123.
(d) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the limited liability company or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-206 - Correcting Filed Record.

17-29-206. Correcting filed record.
(a) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary of state, if at the time of filing the record contained inaccurate information or was defectively signed.
(b) A statement of correction under subsection (a) of this section may not state a delayed effective date and shall:
(i) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(ii) Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and
(iii) Correct the defective signature or inaccurate information.
(c) When filed by the secretary of state, a statement of correction under subsection (a) of this section is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:
(i) For the purposes of W.S. 17-29-103(d); and
(ii) As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-207 - Liability for Inaccurate Information in Filed Record.

17-29-207. Liability for inaccurate information in filed record.
(a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from:
(i) A person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and
(ii) Subject to subsection (b) of this section, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
(A) The record was delivered for filing on behalf of the company; and
(B) The member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(I) Effected an amendment under W.S. 17-29-202;
(II) Filed a petition under W.S. 17-29-204; or
(III) Delivered to the secretary of state for filing a statement of correction under W.S. 17-28-102 or a statement of correction under W.S. 17-29-206.
(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the secretary of state for filing under this chapter and imposes that responsibility on one (1) or more other members, the liability stated in paragraph (a)(ii) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-208 - Certificate of Existence or Authorization.

17-29-208. Certificate of existence or authorization.
(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the secretary of state show that the company has been formed under W.S. 17-29-201 and the secretary of state has not filed articles of dissolution pertaining to the company. A certificate of existence shall state:
(i) The company's name;
(ii) That the company was duly formed under the laws of this state and the date of formation;
(iii) Whether all fees, taxes and penalties due under this chapter or other law to the secretary of state have been paid;
(iv) Whether the company's most recent annual report required by W.S. 17-29-209 has been filed by the secretary of state;
(v) Whether the secretary of state has administratively dissolved the company;
(vi) Whether the company has delivered to the secretary of state for filing articles of dissolution;
(vii) Reserved; and
(viii) Other facts of record in the office of the secretary of state which are specified by the person requesting the certificate.
(b) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the secretary of state is conclusive evidence that the limited liability company is in existence.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-209 - Annual Report for Secretary of State.

17-29-209. Annual report for secretary of state.
(a) Every limited liability company organized under the laws of this state and every foreign limited liability company which obtains a certificate of authority to transact and carry on business within this state shall file with the secretary of state on or before the first day of the month of organization of every year a certification, under the penalty of perjury, by its treasurer or other fiscal agent setting forth its capital, property and assets located and employed in the state of Wyoming. The statement shall give the address of its principal office. On or before the first day of the month of organization of every year the limited liability company or foreign limited liability company shall pay to the secretary of state in addition to all other statutory taxes and fees a license fee based upon the sum of its capital, property and assets reported, of sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater.
(b) The provisions of subsection (a) of this section shall be modified as follows:
(i) Any limited liability company or foreign limited liability company engaged in the public calling of carrying goods, passengers or information interstate is not required to comply with the provisions of subsection (a) of this section except to the extent of capital, property and assets used in intrastate business in this state;
(ii) The value of all mines and mining claims from which gold, silver and other precious metals, soda, saline, coal, mineral oil or other valuable deposit, is or shall be produced is deemed equivalent to the assessed value of the gross product thereof, for the previous year;
(iii) The assessed value of any property shall be its actual value.
(c) Financial information in the annual report shall be current as of the end of the limited liability company's or foreign limited liability company's fiscal year immediately preceding the date the annual report is executed on behalf of the company. All other information in the annual report shall be current as of the date the annual report is executed on behalf of the company.
(d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.
(e) Every limited liability company or foreign limited liability company registered or authorized to do business in the state of Wyoming shall preserve for three (3) years at its principal place of business, suitable records and books as may be necessary to determine the amount of fee for which it is liable under this section. All records and books shall be available for examination by the secretary of state or his designee during regular business hours except as arranged by mutual consent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 2 - Formation, Articles of Organization and Other Filings › Section 17-29-210 - Fees; Annual Fee.

17-29-210. Fees; annual fee.
(a) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies for:
(i) Filing the original articles of organization, one hundred dollars ($100.00);
(ii) For amending the articles of organization, a filing fee of sixty dollars ($60.00);
(iii) An annual fee accompanying the report required in W.S. 17-29-209, due and payable on or before the date of the filing under W.S. 17-29-209;
(iv) Filing, service and copying fees for those services provided by his office for which a fee is not otherwise established. A fee shall not exceed the cost of providing the service;
(v) Issuing a certificate of authority for a foreign limited liability company, a filing fee of one hundred fifty dollars ($150.00).
(b) Except for articles of organization, any document to be filed with the secretary of state shall be signed by the member, members, manager, managers or other authorized individual as set forth in the operating agreement. A person signing a document, including the articles of organization, he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing under this act is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000.00), by imprisonment for not more than six (6) months, or both.
(c) Any foreign limited liability company transacting business in this state without obtaining a certificate of authority as required by W.S. 17-16-1501 and 17-29-114 is subject to the penalties provided by W.S. 17-16-1502(d).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 3 - Relations of Members and Managers to Persons Dealing With Limited Liability Company › Section 17-29-301 - No Agency Power of Member as Member.

17-29-301. No agency power of member as member.
(a) A member is not an agent of a limited liability company solely by reason of being a member.
(b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 3 - Relations of Members and Managers to Persons Dealing With Limited Liability Company › Section 17-29-303 - Statement of Denial.

17-29-303. Statement of denial.
(a) A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that:
(i) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(ii) Denies the grant of authority.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 3 - Relations of Members and Managers to Persons Dealing With Limited Liability Company › Section 17-29-304 - Liability of Members and Managers.

17-29-304. Liability of members and managers.
(a) The debts, obligations or other liabilities of a limited liability company, whether arising in contract, tort or otherwise:
(i) Are solely the debts, obligations or other liabilities of the company; and
(ii) Do not become the debts, obligations or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.
(b) Repealed by Laws 2016, ch. 54, 2.
(c) For purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:
(i) Fraud;
(ii) Inadequate capitalization;
(iii) Failure to observe company formalities as required by law; and
(iv) Intermingling of assets, business operations and finances of the company and the members to such an extent that there is no distinction between them.
(d) In any analysis conducted under subsection (c) of this section, a court shall not consider factors intrinsic to the character and operation of a limited liability company, whether a single or multiple member limited liability company. Factors intrinsic to the character and operation of a limited liability company include but are not limited to:
(i) The ability to elect treatment as a disregarded or pass-through entity for tax purposes;
(ii) Flexible operation or organization including the failure to observe any particular formality relating to the exercise of the company's powers or management of its activities;
(iii) The exercise of ownership, influence and governance by a member or manager;
(iv) The protection of members' and managers' personal assets from the obligations and acts of the limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-401 - Becoming a Member.

17-29-401. Becoming a member.
(a) If a limited liability company is to have only one (1) member upon formation, the person becomes a member as determined by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
(b) If a limited liability company is to have more than one (1) member upon formation, those persons become members as agreed by them. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
(c) Reserved.
(d) After formation of a limited liability company, a person becomes a member:
(i) As provided in the operating agreement;
(ii) As the result of a transaction effective under article 10 of this chapter;
(iii) With the consent of all the members; or
(vi) If, within ninety (90) consecutive days after the company ceases to have any members:
(A) The last person to have been a member, or the legal representative of that person, designates a person to become a member; and
(B) The designated person consents to become a member.
(e) A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-402 - Form of Contribution.

17-29-402. Form of contribution.
A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property and contracts for services to be performed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-403 - Liability for Contributions.

17-29-403. Liability for contributions.
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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-404 - Sharing of and Right to Distributions Before Dissolution.

17-29-404. Sharing of and right to distributions before dissolution.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-405 - Limitations on Distribution.

17-29-405. Limitations on distribution.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-406 - Liability for Improper Distributions.

17-29-406. Liability for improper distributions.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 4 - Relations of Members to Each Other and to the Limited Liability Company › Section 17-29-408 - Indemnification and Insurance.

17-29-408. Indemnification and insurance.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 5 - Transferable Interests and Rights of Transferees and Creditors › Section 17-29-502 - Transfer of Transferable Interest.

17-29-502. Transfer of transferable interest.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 5 - Transferable Interests and Rights of Transferees and Creditors › Section 17-29-503 - Charging Order.

17-29-503. Charging order.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 5 - Transferable Interests and Rights of Transferees and Creditors › Section 17-29-504 - Power of Personal Representative of Deceased Member.

17-29-504. Power of personal representative of deceased member.
If 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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 6 - Member's Dissociation › Section 17-29-601 - Member's Power to Dissociate; Wrongful Dissociation.

17-29-601. Member's power to dissociate; wrongful dissociation.
(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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 6 - Member's Dissociation › Section 17-29-603 - Effect of Person's Dissociation as Member.

17-29-603. Effect of person's dissociation as member.
(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.