Wyoming LLC Statutes
Content
CHAPTER 15 - LIMITED LIABILITY COMPANIES 17-15-101.� Short title.
This act shall be known and may be cited as the "Wyoming Limited Liability Company Act". 17-15-102.� Definitions.
(a)� As used in this act: (i)� "Bankrupt" means bankrupt under the federal Bankruptcy Act; (ii)� "Court" includes every court and judge having jurisdiction in the case; (iii)� "Limited liability company" or "company" means a limited liability company organized and existing under this act; (iv)� "Person" includes individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates and other associations; (v)� "Real property" includes land, any interest, leasehold or estate in land and any improvements on it; (vi)� "This act" means W.S. 17-15-101 through 17-15-144; (vii)� "Flexible limited liability company" means a limited liability company organized and existing under this act which shall have elected, by affirmative statement in its articles of organization expressly referring to W.S. 17-15107(a)(x), to be authorized to adopt provisions within its operating agreement as authorized by W.S. 17-15-144; (viii)� "Registered agent" means as provided in W.S. 1728-101 through 17-28-111. NOTE: This section becomes effective 1/1/2009. 17-15-103.� Purpose.
(a)� Limited liability companies may be organized under this act for any lawful purpose, except for the purpose of banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi). (b)� Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law from forming a limited liability company if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute.� No limited liability company may offer professional services or practice a profession except by and through its licensed members or licensed employees, each of whom shall retain his professional license in good standing and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a limited liability company. 17-15-104.� Powers.
(a)� Each limited liability company organized and existing under this act may: (i)� Sue and be sued, complain and defend, in its name; (ii)� Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated; (iii)� Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; (iv)� Lend money to and otherwise assist its members, managers and employees; (v)� Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares or other interests in or obligations of other limited liability companies, domestic or foreign corporations, associations, general or limited partnerships or individuals, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;
(vi)� Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income; (vii)� Lend money for its proper purposes, invest and reinvest its funds and take and hold real property and personal property for the payment of funds so loaned or invested; (viii)� Conduct its business, carry on its operations and have and exercise the powers granted by this act in any state, territory, district or possession of the United States, or in any foreign country; (ix)� Elect or appoint managers, officers, employees and agents of the limited liability company, and define their duties and authority, which may include authority also delegated to the members or managers under W.S. 17-15-117 and 17-15-118, and fix their compensation; (x)� Make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the affairs of the limited liability company; (xi)� Indemnify a member or manager or former member or manager of the limited liability company against expenses actually and reasonably incurred by him or it in connection with the defense of an action, suit or proceeding, civil or criminal, in which he or it is made a party by reason of being or having been such member or manager, except in relation to matters as to which he or it shall be adjudged in the action, suit or proceeding to be liable to the company for negligence or misconduct in the performance of duty or to have received improper personal benefit on account thereof; and to make any other indemnification that is authorized by the articles of organization or by an article of the operating agreement or resolution adopted by the members after notice; (xii)� Cease its activities and surrender its certificate of organization; (xiii)� Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized;
(xiv)� Become a member of a general partnership, limited partnership, joint venture or similar association, or any other limited liability company; (xv)� Pay pensions and establish pension plans, pension trusts, profit-sharing plans, ownership interest bonus plans and option plans, and benefit or incentive plans for any or all of its current or former managers, officers, employees and agents; (xvi)� Make donations for the public welfare or for charitable, scientific or educational purposes. 17-15-105.� Name.
(a)� The words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." shall be included in the name of every limited liability company formed under the provisions of this act and, in addition, the limited liability company name may not: (i)� Contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization; (ii)� Be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401; (iii)� Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, or the Nonprofit Corporation Act. (b)� Omission of the words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." in the use of the name of the limited liability company shall render any person who participates in the omission, or knowingly acquiesces in it, liable for indebtedness, damage or liability occasioned by the omission. (c)� Repealed by Laws 1993, ch. 196, � 5.
(d)� A limited liability company may reserve a name in accordance with rules promulgated under this act. 17-15-106.� Formation.
Any person may form a limited liability company which shall have two (2) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the company need not be a member of the limited liability company. 17-15-107.� Articles of organization.
(a)� The articles of organization shall set forth: (i)� The name of the limited liability company; (ii)� The period of its duration, which shall be thirty (30) years from the date of filing with the secretary of state if no period of duration is specifically set forth in the articles of organization; (iii)� The purpose for which the limited liability company is organized; (iv)� The name and address of its registered agent in the state; (v)� The total amount of cash and a description and agreed value of property other than cash contributed; (vi)� The total additional contributions, if any, agreed to be made by all members and the times at which or events upon the happening of which they shall be made; (vii)� The right, if given, of the members to admit additional members, and the terms and conditions of the admission; (viii)� The right, if given, of the remaining members of the limited liability company to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which
terminates the continued membership of a member in the limited liability company; (ix)� If the limited liability company is to be managed by a manager or managers, the articles of organization shall so state and shall set out the names and addresses of such manager or managers who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify. If the management of a limited liability company is reserved to the members, the names and addresses of the members shall be set out in the articles of organization; (x)� If the limited liability company is to elect status as a flexible limited liability company, the articles of organization shall so state by express reference to this paragraph, and the limited liability company thereby shall be authorized to adopt provisions within its operating agreement as authorized by W.S. 17-15-144; (xi)� Any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions which under this act are required or permitted to be set out in the operating agreement of the limited liability company. (b)� It is not necessary to set out in the articles of organization any of the powers enumerated in this act. (c)� The articles of organization shall be accompanied by a written consent to appointment manually signed by the registered agent. 17-15-108.� Filing of articles of organization.
(a)� One (1) original and one (1) exact or conformed copy of the articles of organization shall be delivered to the secretary of state. If the secretary of state finds that the articles of organization conform to law, he shall, when all fees have been paid, as in this act prescribed: (i)� Endorse on the original and conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office;
address of the registered office or the appointment of a new registered agent or both, as the case may be is effective. (c)� Any registered agent of a limited liability company may resign as agent upon filing a written notice thereof, signed with one (1) original and one (1) exact or conformed copy, with the secretary of state, who shall forthwith mail a copy thereof to the limited liability company at its principal mailing address as defined and prescribed by the secretary of state. The appointment of the agent shall terminate upon the expiration of thirty (30) days after receipt of notice by the secretary of state. 17-15-112.� Administrative forfeiture of authority and certificate of organization.
(a)� If any limited liability company has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change 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 mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of the delivery of notice, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, 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 one hundred dollars ($100.00). 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. NOTE: Effective 1/1/2009, this section will read as follows: (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 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 mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within sixty (60) days of the delivery of notice, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, 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 tax required by W.S. 17-15-132(a)(vi) 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 and publish once a week for two (2) consecutive weeks in a newspaper of general circulation in the county in which the registered office of the company is located, notice that the company failed to comply with W.S. 17-15-132(a) (vi).� Unless compliance is made within sixty (60) days of the date of the first publication, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, be revived and reinstated by paying double the amount of the delinquent taxes. NOTE: Effective 1/1/2009, this section will read as follows: (b)� If any limited liability company has failed to pay the tax required by W.S. 17-15-132(a)(vi) 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. 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 certificate 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 certificate, be revived and reinstated by paying double the amount of the delinquent taxes.� 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 certificate of organization 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: NOTE: This section becomes effective 1/1/2009. (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; NOTE: This section becomes effective 1/1/2009. (ii)� The limited liability company has failed to respond to a valid and enforceable subpoena; or NOTE: This section becomes effective 1/1/2009. (iii)� It is in the public interest and the limited liability company or any of its members: NOTE: This section becomes effective 1/1/2009. (A)� Failed to provide records to the registered agent as required in this act; NOTE: This section becomes effective 1/1/2009.
(b)� As soon as possible following the occurrence of any of the events specified in this section effecting the dissolution of the limited liability company, the limited liability company shall execute a statement of intent to dissolve in such form as shall be prescribed by the secretary of state. 17-15-124.� Filing of statement of intent to dissolve.
(a)� One (1) original and one (1) exact or conformed copy of the statement of intent to dissolve shall be delivered to the secretary of state. If the secretary of state finds that such statement conforms to law, he shall, when all fees and license taxes have been paid as are by law prescribed: (i)� Endorse on each original and exact or conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office; (iii)� Return the exact or conformed copy to the limited liability company or its representative. 17-15-125.� Effect of filing of dissolving statement.
Upon the filing by the secretary of state of a statement of intent to dissolve, the limited liability company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a certificate of dissolution has been issued by the secretary of state or until a decree dissolving the limited liability company has been entered by a court of competent jurisdiction. 17-15-126.� Distribution of assets upon dissolution.
(a)� In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (i)� Those to creditors, in the order of priority as provided by law, except those to members of the limited liability company on account of their contributions;
(ii)� Those to members of the limited liability company in respect of their share of the profits and other compensation by way of income on their contributions; and (iii)� Those to members of the limited liability company in respect of their contributions to capital. (b)� Subject to any statement in the operating agreement, members share in the limited liability company assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims. 17-15-127.� Articles of dissolution.
(a)� When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefore and all of the remaining property and assets have been distributed to the members, articles of dissolution shall be delivered to the secretary of state. The statement shall set forth: (i)� The name of the limited liability company; (ii)� That the secretary of state has theretofore filed a statement of intent to dissolve the company and the date on which such statement was filed; (iii)� That all debts, obligations and liabilities have been paid and discharged or that adequate provision has been made therefor; (iv)� That all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests; (v)� That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit. 17-15-128.� Filing of articles of dissolution.
(a)� One (1) original and one (1) exact or conformed copy of such articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, he shall when all fees and license taxes have been paid as are by law prescribed: (i)� Endorse on each original and exact or conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office; (iii) Issue a certificate of dissolution to which he shall affix the exact or conformed copy. (b)� The certificate of dissolution, together with the exact or conformed copy of the articles of dissolution affixed thereto by the secretary of state, shall be returned to the representative of the dissolved limited liability company. Upon the issuance of such certificate of dissolution the existence of the company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in this act. The manager or managers in office at the time of dissolution, or the survivors of them, shall thereafter be trustees for the members and creditors of the dissolved limited liability company and as such shall have authority to distribute any company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of such dissolved limited liability company. 17-15-129.� Cancellation of certificate of organization; amendment of articles of organization.
(a)� The certificate of organization shall be cancelled by the secretary of state upon issuance of the certificate of dissolution. (b)� The articles of organization shall be amended when: (i)� There is a change in the name of the limited liability company or in the amount or the character of the contributions to capital; (ii)� There is a change in the stated purpose of the business of the limited liability company;
(c)� Notwithstanding any other provision in this act, a flexible limited liability company is dissolved and its affairs shall be wound up upon the occurrence of any event described in W.S. 17-15-123(a) or upon the happening of any other event or events specified in the operating agreement, unless the business of the flexible limited liability company is continued either by the consent of all of the remaining members following the occurrence of any such event or pursuant to a right to continue stated in the operating agreement. (d)� Notwithstanding any other provision in this act, a flexible limited liability company may have fewer than two (2) members. (e)� Notwithstanding any other provision in this act, a flexible limited liability company may elect to set forth in its articles of organization a provision which allows for the personal liability of its officers, agents, managers or members.� If the articles of organization of a flexible limited liability company do not expressly set forth such election and specifically refer to this subsection, it shall be presumed that the flexible limited liability company has not made the election authorized under this subsection. 17-15-145.� Rights of creditor.
On application to a court of competent jurisdiction by a judgment creditor of a member of a limited liability company or a member's transferee, the court may charge the member's distributional interest in the limited liability company with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of the member's interest as provided in W.S. 17-15122. The charging order is the exclusive remedy by which a judgment creditor of the member or transferee may satisfy a judgment against the member's interest in a limited liability company. This section does not deprive any member of a limited liability company of the benefit of any exemption laws applicable to the member's interest. 17-15-146.� Conversion of limited liability company to corporation.
(a)� A domestic limited liability company may be converted to a domestic corporation pursuant to this section.
(b)� A foreign limited liability company may be converted to a domestic corporation pursuant to this section. (c)� The terms and conditions of a conversion of a limited liability company to a corporation shall be approved by all the members or by a number or percentage specified in the articles of organization or the operating agreement, provided that any member who will be liable to a greater extent after conversion, solely by reason of being an owner, shall approve the terms and conditions of the conversion. (d)� After the conversion is approved by the members, the limited liability company shall file articles of incorporation which satisfy the requirements of W.S. 17-16-202 and include: (i)� A statement that the limited liability company was converted to a corporation; (ii)� Its former name; (iii)� The state of formation and the date of organization; and (iv)� A statement of the number of votes cast by the members for and against conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the articles of organization or the operating agreement.� (e)� The conversion takes effect when the articles of incorporation are filed or at any later date specified in the articles. 17-15-147.� Effect of conversion.
(a)� Upon conversion: (i)� All property owned by the limited liability company remains in the corporation; (ii)� All obligations of the converting limited liability company continue as obligations of the resulting corporation; and (iii)� An action or proceeding pending against the converting limited liability company may be continued as if the conversion had not occurred.
This act shall be known and may be cited as the "Wyoming Limited Liability Company Act". 17-15-102.� Definitions.
(a)� As used in this act: (i)� "Bankrupt" means bankrupt under the federal Bankruptcy Act; (ii)� "Court" includes every court and judge having jurisdiction in the case; (iii)� "Limited liability company" or "company" means a limited liability company organized and existing under this act; (iv)� "Person" includes individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates and other associations; (v)� "Real property" includes land, any interest, leasehold or estate in land and any improvements on it; (vi)� "This act" means W.S. 17-15-101 through 17-15-144; (vii)� "Flexible limited liability company" means a limited liability company organized and existing under this act which shall have elected, by affirmative statement in its articles of organization expressly referring to W.S. 17-15107(a)(x), to be authorized to adopt provisions within its operating agreement as authorized by W.S. 17-15-144; (viii)� "Registered agent" means as provided in W.S. 1728-101 through 17-28-111. NOTE: This section becomes effective 1/1/2009. 17-15-103.� Purpose.
(a)� Limited liability companies may be organized under this act for any lawful purpose, except for the purpose of banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi). (b)� Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law from forming a limited liability company if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute.� No limited liability company may offer professional services or practice a profession except by and through its licensed members or licensed employees, each of whom shall retain his professional license in good standing and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a limited liability company. 17-15-104.� Powers.
(a)� Each limited liability company organized and existing under this act may: (i)� Sue and be sued, complain and defend, in its name; (ii)� Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal in and with real or personal property, or an interest in it, wherever situated; (iii)� Sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets; (iv)� Lend money to and otherwise assist its members, managers and employees; (v)� Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with shares or other interests in or obligations of other limited liability companies, domestic or foreign corporations, associations, general or limited partnerships or individuals, or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of it;
(vi)� Make contracts and guarantees and incur liabilities, borrow money at such rates of interest as the limited liability company may determine, issue its notes, bonds and other obligations and secure any of its obligations by mortgage or pledge of all or any part of its property, franchises and income; (vii)� Lend money for its proper purposes, invest and reinvest its funds and take and hold real property and personal property for the payment of funds so loaned or invested; (viii)� Conduct its business, carry on its operations and have and exercise the powers granted by this act in any state, territory, district or possession of the United States, or in any foreign country; (ix)� Elect or appoint managers, officers, employees and agents of the limited liability company, and define their duties and authority, which may include authority also delegated to the members or managers under W.S. 17-15-117 and 17-15-118, and fix their compensation; (x)� Make and alter operating agreements, not inconsistent with its articles of organization or with the laws of this state, for the administration and regulation of the affairs of the limited liability company; (xi)� Indemnify a member or manager or former member or manager of the limited liability company against expenses actually and reasonably incurred by him or it in connection with the defense of an action, suit or proceeding, civil or criminal, in which he or it is made a party by reason of being or having been such member or manager, except in relation to matters as to which he or it shall be adjudged in the action, suit or proceeding to be liable to the company for negligence or misconduct in the performance of duty or to have received improper personal benefit on account thereof; and to make any other indemnification that is authorized by the articles of organization or by an article of the operating agreement or resolution adopted by the members after notice; (xii)� Cease its activities and surrender its certificate of organization; (xiii)� Have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized;
(xiv)� Become a member of a general partnership, limited partnership, joint venture or similar association, or any other limited liability company; (xv)� Pay pensions and establish pension plans, pension trusts, profit-sharing plans, ownership interest bonus plans and option plans, and benefit or incentive plans for any or all of its current or former managers, officers, employees and agents; (xvi)� Make donations for the public welfare or for charitable, scientific or educational purposes. 17-15-105.� Name.
(a)� The words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." shall be included in the name of every limited liability company formed under the provisions of this act and, in addition, the limited liability company name may not: (i)� Contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization; (ii)� Be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401; (iii)� Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, or the Nonprofit Corporation Act. (b)� Omission of the words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." in the use of the name of the limited liability company shall render any person who participates in the omission, or knowingly acquiesces in it, liable for indebtedness, damage or liability occasioned by the omission. (c)� Repealed by Laws 1993, ch. 196, � 5.
(d)� A limited liability company may reserve a name in accordance with rules promulgated under this act. 17-15-106.� Formation.
Any person may form a limited liability company which shall have two (2) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the company need not be a member of the limited liability company. 17-15-107.� Articles of organization.
(a)� The articles of organization shall set forth: (i)� The name of the limited liability company; (ii)� The period of its duration, which shall be thirty (30) years from the date of filing with the secretary of state if no period of duration is specifically set forth in the articles of organization; (iii)� The purpose for which the limited liability company is organized; (iv)� The name and address of its registered agent in the state; (v)� The total amount of cash and a description and agreed value of property other than cash contributed; (vi)� The total additional contributions, if any, agreed to be made by all members and the times at which or events upon the happening of which they shall be made; (vii)� The right, if given, of the members to admit additional members, and the terms and conditions of the admission; (viii)� The right, if given, of the remaining members of the limited liability company to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which
terminates the continued membership of a member in the limited liability company; (ix)� If the limited liability company is to be managed by a manager or managers, the articles of organization shall so state and shall set out the names and addresses of such manager or managers who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify. If the management of a limited liability company is reserved to the members, the names and addresses of the members shall be set out in the articles of organization; (x)� If the limited liability company is to elect status as a flexible limited liability company, the articles of organization shall so state by express reference to this paragraph, and the limited liability company thereby shall be authorized to adopt provisions within its operating agreement as authorized by W.S. 17-15-144; (xi)� Any other provision, not inconsistent with law, which the members elect to set out in the articles of organization for the regulation of the internal affairs of the limited liability company, including any provisions which under this act are required or permitted to be set out in the operating agreement of the limited liability company. (b)� It is not necessary to set out in the articles of organization any of the powers enumerated in this act. (c)� The articles of organization shall be accompanied by a written consent to appointment manually signed by the registered agent. 17-15-108.� Filing of articles of organization.
(a)� One (1) original and one (1) exact or conformed copy of the articles of organization shall be delivered to the secretary of state. If the secretary of state finds that the articles of organization conform to law, he shall, when all fees have been paid, as in this act prescribed: (i)� Endorse on the original and conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office;
address of the registered office or the appointment of a new registered agent or both, as the case may be is effective. (c)� Any registered agent of a limited liability company may resign as agent upon filing a written notice thereof, signed with one (1) original and one (1) exact or conformed copy, with the secretary of state, who shall forthwith mail a copy thereof to the limited liability company at its principal mailing address as defined and prescribed by the secretary of state. The appointment of the agent shall terminate upon the expiration of thirty (30) days after receipt of notice by the secretary of state. 17-15-112.� Administrative forfeiture of authority and certificate of organization.
(a)� If any limited liability company has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change 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 mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of the delivery of notice, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, 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 one hundred dollars ($100.00). 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. NOTE: Effective 1/1/2009, this section will read as follows: (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 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 mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within sixty (60) days of the delivery of notice, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, 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 tax required by W.S. 17-15-132(a)(vi) 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 and publish once a week for two (2) consecutive weeks in a newspaper of general circulation in the county in which the registered office of the company is located, notice that the company failed to comply with W.S. 17-15-132(a) (vi).� Unless compliance is made within sixty (60) days of the date of the first publication, the limited liability company shall be deemed defunct and to have forfeited its certificate 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 certificate, be revived and reinstated by paying double the amount of the delinquent taxes. NOTE: Effective 1/1/2009, this section will read as follows: (b)� If any limited liability company has failed to pay the tax required by W.S. 17-15-132(a)(vi) 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. 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 certificate 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 certificate, be revived and reinstated by paying double the amount of the delinquent taxes.� 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 certificate of organization 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: NOTE: This section becomes effective 1/1/2009. (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; NOTE: This section becomes effective 1/1/2009. (ii)� The limited liability company has failed to respond to a valid and enforceable subpoena; or NOTE: This section becomes effective 1/1/2009. (iii)� It is in the public interest and the limited liability company or any of its members: NOTE: This section becomes effective 1/1/2009. (A)� Failed to provide records to the registered agent as required in this act; NOTE: This section becomes effective 1/1/2009.
(b)� As soon as possible following the occurrence of any of the events specified in this section effecting the dissolution of the limited liability company, the limited liability company shall execute a statement of intent to dissolve in such form as shall be prescribed by the secretary of state. 17-15-124.� Filing of statement of intent to dissolve.
(a)� One (1) original and one (1) exact or conformed copy of the statement of intent to dissolve shall be delivered to the secretary of state. If the secretary of state finds that such statement conforms to law, he shall, when all fees and license taxes have been paid as are by law prescribed: (i)� Endorse on each original and exact or conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office; (iii)� Return the exact or conformed copy to the limited liability company or its representative. 17-15-125.� Effect of filing of dissolving statement.
Upon the filing by the secretary of state of a statement of intent to dissolve, the limited liability company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a certificate of dissolution has been issued by the secretary of state or until a decree dissolving the limited liability company has been entered by a court of competent jurisdiction. 17-15-126.� Distribution of assets upon dissolution.
(a)� In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (i)� Those to creditors, in the order of priority as provided by law, except those to members of the limited liability company on account of their contributions;
(ii)� Those to members of the limited liability company in respect of their share of the profits and other compensation by way of income on their contributions; and (iii)� Those to members of the limited liability company in respect of their contributions to capital. (b)� Subject to any statement in the operating agreement, members share in the limited liability company assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of the claims. 17-15-127.� Articles of dissolution.
(a)� When all debts, liabilities and obligations have been paid and discharged or adequate provision has been made therefore and all of the remaining property and assets have been distributed to the members, articles of dissolution shall be delivered to the secretary of state. The statement shall set forth: (i)� The name of the limited liability company; (ii)� That the secretary of state has theretofore filed a statement of intent to dissolve the company and the date on which such statement was filed; (iii)� That all debts, obligations and liabilities have been paid and discharged or that adequate provision has been made therefor; (iv)� That all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests; (v)� That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit. 17-15-128.� Filing of articles of dissolution.
(a)� One (1) original and one (1) exact or conformed copy of such articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, he shall when all fees and license taxes have been paid as are by law prescribed: (i)� Endorse on each original and exact or conformed copy the word "Filed" and the month, day and year of the filing thereof; (ii)� File the original in his office; (iii) Issue a certificate of dissolution to which he shall affix the exact or conformed copy. (b)� The certificate of dissolution, together with the exact or conformed copy of the articles of dissolution affixed thereto by the secretary of state, shall be returned to the representative of the dissolved limited liability company. Upon the issuance of such certificate of dissolution the existence of the company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in this act. The manager or managers in office at the time of dissolution, or the survivors of them, shall thereafter be trustees for the members and creditors of the dissolved limited liability company and as such shall have authority to distribute any company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of such dissolved limited liability company. 17-15-129.� Cancellation of certificate of organization; amendment of articles of organization.
(a)� The certificate of organization shall be cancelled by the secretary of state upon issuance of the certificate of dissolution. (b)� The articles of organization shall be amended when: (i)� There is a change in the name of the limited liability company or in the amount or the character of the contributions to capital; (ii)� There is a change in the stated purpose of the business of the limited liability company;
(c)� Notwithstanding any other provision in this act, a flexible limited liability company is dissolved and its affairs shall be wound up upon the occurrence of any event described in W.S. 17-15-123(a) or upon the happening of any other event or events specified in the operating agreement, unless the business of the flexible limited liability company is continued either by the consent of all of the remaining members following the occurrence of any such event or pursuant to a right to continue stated in the operating agreement. (d)� Notwithstanding any other provision in this act, a flexible limited liability company may have fewer than two (2) members. (e)� Notwithstanding any other provision in this act, a flexible limited liability company may elect to set forth in its articles of organization a provision which allows for the personal liability of its officers, agents, managers or members.� If the articles of organization of a flexible limited liability company do not expressly set forth such election and specifically refer to this subsection, it shall be presumed that the flexible limited liability company has not made the election authorized under this subsection. 17-15-145.� Rights of creditor.
On application to a court of competent jurisdiction by a judgment creditor of a member of a limited liability company or a member's transferee, the court may charge the member's distributional interest in the limited liability company with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of the member's interest as provided in W.S. 17-15122. The charging order is the exclusive remedy by which a judgment creditor of the member or transferee may satisfy a judgment against the member's interest in a limited liability company. This section does not deprive any member of a limited liability company of the benefit of any exemption laws applicable to the member's interest. 17-15-146.� Conversion of limited liability company to corporation.
(a)� A domestic limited liability company may be converted to a domestic corporation pursuant to this section.
(b)� A foreign limited liability company may be converted to a domestic corporation pursuant to this section. (c)� The terms and conditions of a conversion of a limited liability company to a corporation shall be approved by all the members or by a number or percentage specified in the articles of organization or the operating agreement, provided that any member who will be liable to a greater extent after conversion, solely by reason of being an owner, shall approve the terms and conditions of the conversion. (d)� After the conversion is approved by the members, the limited liability company shall file articles of incorporation which satisfy the requirements of W.S. 17-16-202 and include: (i)� A statement that the limited liability company was converted to a corporation; (ii)� Its former name; (iii)� The state of formation and the date of organization; and (iv)� A statement of the number of votes cast by the members for and against conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the articles of organization or the operating agreement.� (e)� The conversion takes effect when the articles of incorporation are filed or at any later date specified in the articles. 17-15-147.� Effect of conversion.
(a)� Upon conversion: (i)� All property owned by the limited liability company remains in the corporation; (ii)� All obligations of the converting limited liability company continue as obligations of the resulting corporation; and (iii)� An action or proceeding pending against the converting limited liability company may be continued as if the conversion had not occurred.
