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. 17-15-
107(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. 17-

28-101 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;

 (iii)� Issue a certificate of organization to which he
shall affix the conformed copy.

(b)� The certificate of organization, together with the

conformed copy of the articles of organization affixed to it by
the secretary of state, shall be returned to the representative
of the limited liability company.

17-15-109.� Effect of issuance of certificate of organization.

(a)� Upon the issuance of the certificate of organization,

the limited liability company shall be considered organized, and
such certificate of organization shall be conclusive evidence
that all conditions precedent required to be performed by the
members have been complied with and that the limited liability
company has been legally organized under this act, except as
against this state in a proceeding to cancel or revoke the
certificate of organization or for involuntary dissolution of the
limited liability company.

(b)� A limited liability company shall not transact business

or incur indebtedness, except that which is incidental to its
organization or to obtaining subscriptions for or payment of
contributions, until the secretary of state has issued a
certificate of organization.

17-15-110.� 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 which may be, but need not be,
the same as its place of business;

NOTE: Effective 1/1/2009, this section will read as

follows:

(i)� A registered office as provided in W.S. 17-28-101

through 17-28-111;

(ii)� A registered agent, which agent may be either an

individual resident in this state whose business office is
identical with such registered office, or a domestic corporation,
or a foreign corporation authorized to transact business in this
state, having a business office identical with such registered
office.

NOTE: Effective 1/1/2009, this section will read as

follows:

(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.

NOTE: This section becomes effective 1/1/2009.

17-15-111.� Change of registered office or registered agent.

NOTE: Effective 1/1/2009, this section is repealed by laws 2008,

Ch. 90, � 3.

(a)� A limited liability company may change its registered

office or agent, or both, upon filing in the office of the
secretary of state a statement setting forth:

(i)� The name of the limited liability company;

(ii)� The address of its then registered office;

(iii)� If the address of its registered office be changed,

the address to which the registered office is to be changed;

(iv)� The name of its then registered agent;

(v)� If its registered agent be changed, the name of its

successor registered agent;

(vi)� That the address of its registered office and the

address of the business office of its registered agent, as
changed, will be identical;

(vii)� That the change was authorized by affirmative vote

of a majority of the members of the limited liability company.

(b)� The statement shall be signed and delivered to the

secretary of state. If the secretary of state finds that the
statement conforms to the provisions of this act, he shall file
the statement in his office, and upon filing the change of
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)� Has provided fraudulent information or has failed
to correct false information upon request of the secretary of
state on any filing with the secretary of state under this act;
or

NOTE: This section becomes effective 1/1/2009.

(C)� Cannot be served by either the registered agent or

by mail by the secretary of state acting as the agent for
process.

NOTE: This section becomes effective 1/1/2009.

(d)� The secretary of state may classify a limited liability

company as delinquent awaiting forfeiture of its certificate of
organization at the time the secretary of state mails the notice
required under subsections (a) through (c) of this section to the
limited liability company.

NOTE: This section becomes effective 1/1/2009.

17-15-113. �Liability of members and managers.

Neither the members of a limited liability company nor the

managers of a limited liability company managed by a manager or
managers are liable under a judgment, decree or order of a court,
or in any other manner, for a debt, obligation or liability of
the limited liability company.

17-15-114.� Service of process.

NOTE: Effective 1/1/2009, this section is Repealed by Laws 2008,

Ch. 90, �3.

(a)� The registered agent so appointed by a limited

liability company shall be an agent of the company upon whom any
process, notice or demand required or permitted by law to be
served upon the company may be served.

(b)� Whenever a limited liability company shall fail to

appoint or maintain a registered agent in this state, or whenever
its registered agent cannot with reasonable diligence be found at
the registered office, then the secretary of state shall be an
agent of the company upon whom any process, notice or demand may
be served. Service on the secretary of state of any process,
notice or demand shall be made by delivering to and leaving with
him, or with any clerk of his office, duplicate copies of such
process, notice or demand. In the event any such process, notice
or demand is served on the secretary of state, he shall
immediately cause one (1) of the copies thereof to be forwarded
by registered mail addressed to the limited liability company at
its principal mailing address as defined and prescribed by the
secretary of state. Any service so had on the secretary of state
shall be returnable in not less than thirty (30) days.

(c)� The secretary of state shall keep a record of all

processes, notices and demands served upon him under this section
and shall record therein the time of such service and his action
with reference thereto.

(d)� Nothing herein contained shall limit or affect the

right to serve any process, notice or demand required or
permitted by law to be served upon a limited liability company in
any other manner now or hereafter permitted by law.

17-15-115.� Contributions to capital.

The contributions to capital of a member to the limited liability

company may consist of cash or other property, promissory notes
or services rendered or to be rendered.

17-15-116.� Management.

Management of the limited liability company shall be vested in

its members, which unless otherwise provided in the operating
agreement shall be in proportion to their contribution to the
capital of the limited liability company, as adjusted from time
to time to properly reflect any additional contributions or
withdrawals by the members; however, if provision is made for it
in the articles of organization, management of the limited
liability company may be vested in a manager or managers who
shall be elected by the members in the manner prescribed by the
operating agreement of the limited liability company. If the
articles of organization provide for the management of the
limited liability company by a manager or managers, unless the
operating agreement expressly dispenses with or substitutes for
the requirement of annual elections, the manager or managers
shall be elected annually by the members in a manner provided in
the operating agreement. The manager or managers, or persons
appointed by the manager or managers, shall also hold the offices
and have the responsibilities accorded to them by the members and
set out in the operating agreement of the limited liability
company.
 17-15-117.� Contracting debts.

Except as otherwise provided in this act, no debt shall be

contracted or liability incurred by or on behalf of a limited
liability company, except by one (1) or more of its managers if
management of the limited liability company has been vested by
the members in a manager or managers or, if management of the
limited liability company is retained by the members, then by any
member.

17-15-118.� Property.

Real and personal property owned or purchased by a limited

liability company shall be held and owned, and conveyance made,
in the limited liability company name. Instruments and documents
providing for the acquisition, mortgage or disposition of
property of the limited liability company shall be valid and
binding upon the limited liability company if executed by one (1)
or more managers of a limited liability company having a manager
or managers or one (1) or more members of a limited liability
company in which management has been retained in the members.

17-15-119.� Division of profits; impairment of capital.

The limited liability company may, from time to time, divide and
allocate the profits and losses of its business among the members
and among classes of members of the limited liability company
upon the basis stipulated in the operating agreement; provided,
that after distribution is made, the assets of the limited
liability company are in excess of all liabilities of the limited
liability company except liabilities to members on account of
their contributions. If the operating agreement does not so
provide, profits and losses shall be allocated on the basis of
the value of the contributions made by each member to the extent
they have been received by the limited liability company and have
not been returned.� Distributions of cash or other assets of a
limited liability company shall be allocated among the members
and among classes of members in the manner provided in the
operating agreement.� If the operating agreement does not so
provide, distributions shall be made on the basis of the value of
the contributions made by each member to the extent they have
been received by the limited liability company and have not been
returned.� The provisions of this section regarding the
allocation of losses shall not affect the limitation on liability
of members and managers set forth in W.S. 17-15-113.
 17-15-120.� Withdrawal or reduction of members' contributions
to capital.

(a)� A member shall not receive out of limited liability

company property any part of his or its contribution to capital
until:

(i)� All liabilities of the limited liability company,

except liabilities to members on account of their contributions
to capital, have been paid or there remains property of the
limited liability company sufficient to pay them;

(ii)� The consent of all members is had, unless the return

of the contribution to capital may be rightfully demanded as
provided in this act;

(iii)� The articles of organization are cancelled or so

amended as to set out the withdrawal or reduction.

(b)� Subject to the provisions of subsection (a) of this

section, a member may rightfully demand the return of his or its
contribution:

(i)� On the dissolution of the limited liability company;

or

(ii)� Unless otherwise prohibited or restricted in the

operating agreement, after the member has given all other members
of the limited liability company prior notice in writing in
conformity with the operating agreement. If the operating
agreement does not prohibit or restrict the right to demand the
return of capital and no notice period is specified, a member
making the demand must give six (6) months prior notice in
writing.

(c)� In the absence of a statement in the articles of

organization to the contrary or the consent of all members of the
limited liability company, a member, irrespective of the nature
of his or its contribution, has only the right to demand and
receive cash in return for his or its contribution to capital.

(d)� A member of a limited liability company may have the

limited liability company dissolved and its affairs wound up
when:
 (i)� The member rightfully but unsuccessfully has demanded
the return of his or its contribution; or

(ii)� The other liabilities of the limited liability

company have not been paid, or the limited liability company
property is insufficient for their payment and the member would
otherwise be entitled to the return of his or its contribution.

17-15-121.� Liability of member to company.

(a)� A member is liable to the limited liability company:

(i)� For the difference between his or its contributions

to capital as actually made and that stated in the articles of
organization, operating agreement, subscription for contribution
or other document executed by the member as having been made by
the member; and

(ii)� For any unpaid contribution to capital which he or

it agreed in the articles of organization, operating agreement or
other document executed by the member to make in the future at
the time and on the conditions stated in the articles of
organization, operating agreement or other document evidencing
such agreement.

(b)� A member holds as trustee for the limited liability

company:

(i)� Specific property stated in the articles of

organization, operating agreement or other document executed by
the member as contributed by such member, but which was not
contributed or which has been wrongfully or erroneously returned;
and

(ii)� Money or other property wrongfully paid or conveyed

to such member on account of his or its contribution.

(c)� The liabilities of a member as set out in this section

can be waived or compromised only by the consent of all members;
but a waiver or compromise shall not affect the right of a
creditor of the limited liability company who extended credit or
whose claim arose after the filing and before a cancellation or
amendment of the articles of organization, to enforce the
liabilities.
 (d)� When a contributor has rightfully received the return
in whole or in part of the capital of his or its contribution,
the contributor is nevertheless liable to the limited liability
company, for a period of six (6) years after return of the
capital contribution, for any sum, not in excess of the return
without interest, necessary to discharge its liability to all
creditors of the limited liability company who extended credit
during the period the capital contribution was held by the
limited liability company or whose claims arose before the
return.

17-15-122.� Interest in company; transferability of interest.

The interest of all members in a limited liability company

constitutes the personal estate of the member, and may be
transferred or assigned as provided in the operating agreement.
However, if all of the other members of the limited liability
company other than the member proposing to dispose of his or its
interest do not approve of the proposed transfer or assignment by
unanimous written consent, the transferee of the member's
interest shall have no right to participate in the management of
the business and affairs of the limited liability company or to
become a member. The transferee shall only be entitled to receive
the share of profits or other compensation by way of income and
the return of contributions, to which that member would otherwise
be entitled.

17-15-123.� Dissolution.

(a)� A limited liability company organized under this

chapter shall be dissolved upon the occurrence of any of the
following events:

(i) When the period fixed for the duration of the limited
liability company shall expire;

(ii)� By the unanimous written agreement of all members;

or

(iii)� Upon the death, retirement, resignation, expulsion,

bankruptcy, dissolution of a member or occurrence of any other
event which terminates the continued membership of a member in
the limited liability company, unless the business of the limited
liability company is continued by the consent of all the
remaining members under a right to do so stated in the articles
of organization of the limited liability company.
 (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;
 (iii)� There is a false or erroneous statement in the
articles of organization;

(iv)� There is a change in the time as stated in the

articles of organization for the dissolution of the limited
liability company;

(v)� A time is fixed for the dissolution of the limited

liability company if no time is specified in the articles of
organization; or

(vi)� The members desire to make a change in any other

statement in the articles of organization in order that it shall
accurately represent the agreement between them.

(c)� The form and time for evidencing an amendment to the

articles of organization of a limited liability company shall be
promulgated by the secretary of state and shall contain such
terms and provisions, consistent with this chapter as shall be
determined by the secretary of state, provided that amendments
evidencing a change in the amount or the character of the
contributions to capital of the limited liability company need be
made not more frequently than one (1) time per year.� One (1)
original and one (1) exact or conformed copy of the amendment
shall be forwarded to the secretary of state for filing,
accompanied by the requisite filing fee.

(d)� Any amendment to the articles of organization shall be

adopted in accordance with the operating agreement or with the
consent of all members.

17-15-130.� Parties to actions.

A member of a limited liability company is not a proper party to

proceedings by or against a limited liability company, except
where the object is to enforce a member's right against or
liability to the limited liability company.

17-15-131.� Waiver of notice.

When, under the provisions of this act or under the provisions of

the articles of organization or operating agreement of a limited
liability company, notice is required to be given to a member or
to a manager of a limited liability company having a manager or
managers, a waiver in writing signed by the person or persons
entitled to the notice, whether before or after the time stated
in it, is equivalent to the giving of notice.
 17-15-132.� Fees; annual tax.

(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 and

issuing certificates of organization, or issuing a certificate of
authority for a foreign limited liability company, one hundred
dollars ($100.00);

(ii)� For amending the articles of organization, a filing

fee of fifty dollars ($50.00);

(vi) �An annual fee provided by W.S. 17-16-1630(a) as if

the company were a corporation, due and payable on or before the
first day of the month of registration from every limited
liability company organized under the laws of this state and from
every foreign limited liability company which obtains the right
to transact business in this state;

(vii)� 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.

(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 qualifying is subject to the
penalties provided by W.S. 17-16-1502(d).

17-15-133.� Unauthorized assumption of powers.

All persons who assume to act as a limited liability company

without authority to do so shall be jointly and severally liable
for all debts and liabilities.
 17-15-134.� Charge for service of process.

The secretary of state shall charge and collect a fee at the time
of any service of process on him as resident agent of a limited
liability company, which may be recovered as taxable costs by the
party to the suit or action causing the service to be made if the
party prevails in the suit or action.

17-15-135.� Applicability of provisions to foreign and

interstate commerce.

The provisions of this act shall apply to commerce with foreign

nations and among the several states only as permitted by law.

17-15-136.� Repealed by Laws 1993, ch. 196, � 5.

17-15-137.� Secretary of state powers.

The secretary of state has the power reasonably necessary to

perform the duties required of him by this act.� The secretary
of state shall promulgate reasonable rules and regulations
necessary to carry out the purposes of this act.

17-15-138.� Correcting filed document.

(a)� A company or foreign company may correct a document

filed by the secretary of state if the document:

(i)� Contains an incorrect statement; or

(ii)� Was defectively executed, attested, sealed, verified

or acknowledged.

(b)� A document is corrected:

(i)� By preparing articles of correction that:

(A)� Describe the document, including its filing date,

or attach a copy of the document to the articles of correction;

(B)� Specify the incorrect statement and the reason it

is incorrect or the manner in which the execution was defective;
and
 (C)� Correct the incorrect statement or defective
execution.

(ii)� By delivering the articles of correction to the

secretary of state for filing.

17-15-139.� Merger.

(a)� Pursuant to a written plan of merger, a domestic

limited liability company may merge with one (1) or more domestic
or foreign limited liability companies, limited partnerships or
corporations if:

(i)� The merger is not prohibited by the articles of

organization or operating agreement of any domestic limited
liability company that is a party to the merger, and each
domestic limited liability company party to the merger approves
the plan of merger in accordance with W.S. 17-15-140 and complies
with the terms of its articles of organization and operating
agreement;

(ii)� Each domestic limited partnership that is a party to

the merger complies with any provisions of law applicable to
merger of domestic limited partnership;

(iii)� Each domestic corporation that is a party to the

merger complies with any provisions of law applicable to merger
of domestic corporations;

(iv)� The merger is permitted by the laws under which each

foreign limited liability company, foreign limited partnership
and foreign corporation party to the merger is organized, formed
or incorporated, and each such foreign limited liability company,
limited partnership or corporation complies with those laws in
effecting the merger;

(v)� No member of a domestic limited liability company

that is a party to the merger will, as a result of the merger,
become personally liable for the liabilities or obligations of
any other person or entity unless that member approves the plan
of merger and otherwise consents to becoming personally liable;

(vi)� In the case of a merger of a limited liability

company to which one (1) or more domestic or foreign corporations
are parties, a domestic or foreign corporation or limited
liability company party to the merger is the surviving entity of
the merger.

(b)� The plan of merger shall set forth:

(i)� The name of each domestic or foreign limited

liability company, limited partnership or corporation planning to
merge and the name of the surviving domestic or foreign limited
liability company, limited partnership or corporation into which
each other domestic or foreign limited liability company, limited
partnership or corporation plans to merge;

(ii)� The name of the state or country under whose law

each domestic or foreign limited liability company, limited
partnership or corporation planning to merge is organized, formed
or incorporated and the name of the state or country or
organization, formation or incorporation of the surviving
domestic or foreign limited liability company, limited
partnership or corporation;

(iii)� The terms and conditions of the merger; and

(iv)� The manner and basis of converting the membership

interests of each domestic limited liability company, the
partnership interests of each domestic limited partnership and
the shares of each domestic corporation party to the merger into
membership interests, partnership interests, shares, obligations
or other securities of the surviving or any other domestic or
foreign limited liability company, limited partnership or
corporation or into cash or other property in whole or in part,
and the manner and basis of converting rights to acquire the
membership interests of each domestic limited liability company,
the partnership interests of each domestic limited partnership
and the shares of each domestic corporation party to the merger
into rights to acquire� membership interests, partnership
interests, shares, obligations or other securities of the
surviving or any other domestic or foreign limited liability
company, limited partnership or corporation or into cash or other
property in whole or in part.

(c)� The plan of merger may set forth:

(i)� If a domestic limited liability company is to be the

surviving entity, amendments to the articles of organization or
the operating agreement of that limited liability company;
 (ii)� If the merger is not to be effective upon the
issuance of the certificate of merger described in W.S. 17-15-
141(c) by the secretary of state, the future effective date or
time of the merger; or

(iii)� Other provisions relating to the merger.

17-15-140.� Approval of merger by domestic limited liability

company.

(a)� Each domestic limited liability company that is to be a

party to a proposed merger shall approve the proposed merger,
unless the articles of organization or the operating agreement of
that limited liability company provide otherwise, by the
unanimous vote of the members of the limited liability company.�
However, a provision of a limited liability company's operating
agreement purporting to authorize the limited liability company
to approve a merger by a less than unanimous vote of the members
shall be effective to permit approval of a merger by a less than
unanimous vote only if either:

(i)� The operating agreement included that provision at

the time each member who does not vote in favor of the merger
became bound by the operating agreement; or

(ii)� The provision was added to the operating agreement

through an amendment to which each member who does not vote in
favor of the merger specifically consented.

(b)� Any plan of merger may provide for the manner, if any,
in which the plan may be amended by a domestic limited liability
company party to the merger at any time before the effective date
of the certificate of merger issued by the secretary of state for
the merger.

(c)� If an amendment to a plan of merger is made in

accordance with subsection (b) of this section, and articles of
merger already have been filed with the secretary of state,
amended articles of merger shall be filed with the secretary of
state before the effective date of any certificate of merger
issued by the secretary of state for the articles of merger which
the amended articles are to supersede.

(d)� Unless the domestic limited liability company's

articles of organization or operating agreement or the plan of
merger provides otherwise, after the merger has been authorized
and at any time before the effective date of the certificate of
merger issued by the secretary of state for the merger, the
merger may be abandoned by majority vote of the members of the
domestic limited liability company.� If articles of merger
already have been filed with the secretary of state, written
notice of abandonment shall be filed with the secretary of state
before the effective date of the certificate of merger.

17-15-141.� Articles of merger.

(a)� After a plan of merger is approved by each domestic or

foreign limited liability company, limited partnership or
corporation party to the merger, the surviving domestic or
foreign limited liability company, limited partnership or
corporation shall file with the secretary of state articles of
merger setting forth:

(i)� The plan of merger;

(ii)� The address including street and number, if any, of

its principal office under the laws of the jurisdiction in which
it was organized, formed or incorporated, if the surviving entity
of the merger is a foreign limited liability company not
registered with the secretary of state under W.S. 17-16-1533, a
foreign limited partnership not registered with the secretary of
state under W.S. 17-14-1001 et seq., or a foreign corporation
without a certificate of authority issued by the secretary of
state under W.S. 17-16-1501 et seq.;

(iii)� A statement that the plan of merger was adopted by

each domestic limited liability company party to the merger in
accordance with W.S. 17-15-140 and by each domestic limited
partnership party to the merger in accordance with any applicable
provisions of Wyoming law; and

(iv)� Any additional information required by W.S. 17-16-

1105, if a domestic corporation is a party to the merger.

(b)� If a foreign limited liability company, limited

partnership or corporation is a party to the merger, the articles
of merger shall contain a statement that the merger is permitted
by the state or country under whose law that limited liability
company is organized, that limited partnership is formed or that
corporation is incorporated and that the foreign limited
liability company, limited partnership or corporation has
complied with that law in effecting the merger.
 (c)� If the secretary of state finds that the articles of
merger comply with the requirements of law and that all required
fees have been paid, he shall issue a certificate of merger.�
The certificate of merger shall become effective when issued
unless the plan of merger specifies a future effective date, in
which case the certificate of merger shall be effective on the
earlier of:

(i)� That date; or

(ii)� The date that is fifteen (15) days after the date on
which the secretary of state issues the certificate of merger.

17-15-142.� Effect of merger.

(a)� When a merger takes effect:

(i)� The separate existence of every domestic limited

liability company that is a party to the merger except the
surviving domestic limited liability company, if any, ceases;

(ii)� The title to all real estate and other property

owned by each domestic limited liability company party to the
merger is vested in the surviving domestic or foreign limited
liability company, limited partnership or corporation without
reversion of impairment;

(iii)� The surviving domestic or foreign limited liability

company, limited partnership or corporation obtains all
liabilities of each domestic limited liability company party to
the merger;

(iv)� A proceeding pending by or against any domestic

limited liability company party to the merger may be continued as
if the merger had not occurred, or the surviving domestic or
foreign limited liability company, limited partnership or
corporation may be substituted in the proceeding for the domestic
limited liability company whose existence ceased;

(v)� The articles of organization and operating agreement

of that limited liability company are amended to the extent
provided in the plan of merger, if a domestic limited liability
company is the surviving entity of the merger; and
 (vi)� The former holders of membership interests of every
domestic limited liability company party to the merger are
entitled only to the rights provided in the plan of merger.

17-15-143.� Continuance.

(a)� Subject to subsection (b) of this section, any limited

liability company organized for any purpose except acting as an
insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a
financial institution as described by W.S. 13-1-101(a)(ix) under
the laws of any foreign jurisdiction may, if the foreign
jurisdiction confirms in writing that the limited liability
company's domicile has terminated in the foreign jurisdiction,
apply to the secretary of state for registration under this act.
The secretary of state may issue a certificate of registration
upon receipt of an application supported by articles of
continuance as provided by this act together with the statements,
information and documents set out in subsection (c) of this
section.� The certificate of registration may then be issued
continuing the foreign limited liability company in Wyoming as if
it had been organized in this state.� The certificate of
registration may be subject to any limitations and conditions as
may appear proper to the secretary of state.

(b)� The secretary of state shall cause notice of issuance

of a certificate of registration to be given forthwith to the
proper officer of the foreign jurisdiction in which the limited
liability company was previously organized.

(c)� The articles of continuance filed by a foreign limited

liability company with the secretary of state shall contain:

(i)� A certified copy of its original articles of

organization and all amendments thereto or its equivalent basic
charter;

(ii)� The names of the limited liability company and the

foreign jurisdiction in which it has previously been lawfully
organized;

(iii)� The date of organization and the period of

duration;

(iv)� The address of its principal mailing address;

 (v)� The name and address of the proposed registered agent
in this state;

(vi)� The business purposes which it proposes to pursue in

this state;

(vii)� The names and respective business addresses of its

members or, if the limited liability company has a manager or
managers, the names and respective business addresses of the
manager or managers;

(viii)� Repealed By Laws 2000, Ch. 35, � 2.

(ix)� A statement that the limited liability company will

abide by the constitution and laws of this state;

(x)� Any additional information necessary or appropriate

to enable the secretary of state to determine whether the limited
liability company is entitled to a certificate of registration
evidencing its authority to transact business in the state and to
determine and assess any fees and taxes under the laws of this
state;

(xi)� Any additional information permitted in articles of

organization under W.S. 17-15-107(a)(xi).

(d)� The application shall be executed by the manager or

managers if any or by any member who is authorized to execute the
application on behalf of the limited liability company and shall
be verified by the officer signing the application.

(e)� The provisions of the articles of continuance may,

without expressly so stating, vary from the provisions of the
limited liability company's articles of organization or
equivalent basic charter or other authorization, if the variation
is one which a company organized under the Wyoming Limited
Liability Company Act could effect by way of amendment to its
articles of organization.� Upon issuance of a certificate of
continuance by the secretary of state, the articles of
continuance shall be deemed to be the articles of organization of
the continued limited liability company.� The limited liability
company may elect to incorporate by reference in the articles of
continuance its basic charter or other authorization which has
been adopted by it in the foreign jurisdiction, in order to
permit the same to continue to act as the articles of
organization, provided, however, that the basic charter or other
authorization shall be deemed amended to the extent necessary to
make the same conform to the laws of Wyoming and to the
provisions of the articles of continuance.

(f)� Except for the purpose of W.S. 16-6-101 through 16-6-

118, the existence of any limited liability company heretofore or
hereafter issued a certificate of continuation under this act
shall be deemed to have commenced on the date the limited
liability company commenced its existence in the jurisdiction in
which it was first formed, organized or otherwise came into
being.� The laws of Wyoming shall apply to a limited liability
company continuing under this act to the same extent as if it had
been organized under the laws of Wyoming from and after the
issuance of a certificate of continuation under this act by the
secretary of state.� When a foreign limited liability company is
continued under this act, the continuance shall not affect the
ownership of its property, or its liability for any existing
obligations, causes of action, claims, pending or threatened
prosecution or civil or administration actions, convictions,
rulings, orders or judgments.

(g) Continuance under this act does not deprive a member of

any right or privilege that he claims under, or relieve any
member of any liability in respect of, his membership.

17-15-144.� Flexible limited liability company.

(a)� The provisions of this section shall apply only to

those limited liability companies which have elected to be
flexible limited liability companies by an affirmative statement
in their articles of organization expressly referring to W.S.
17-15-107(a)(x).� All provisions of the Wyoming Limited
Liability Company Act shall be applicable to a flexible limited
liability company except to the extent expressly replaced or
superseded by the provisions of this section.

(b)� Notwithstanding any other provision contained in this

act, the interest of a member of a flexible limited liability
company is assignable in whole or in part except as provided in
the operating agreement.� The assignee of a member's interest in
a flexible limited liability company shall have no rights other
than those permitted to assignees under W.S. 17-15-122 except as
provided in the operating agreement or as permitted by the
unanimous consent of the members of the flexible limited
liability company other than the member assigning his interest in
the flexible 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. 17-15-
122. 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.