CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT

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ARTICLE 1 - GENERAL PROVISIONS

17-29-101. Short title.

This chapter may be cited as the "Wyoming Limited Liability

Company Act".

17-29-102. Definitions.

(a) As used in this chapter:

(i) "Articles of organization" means the articles

required by W.S. 17-29-201(b). The term includes the articles as

amended or restated;

(ii) "Contribution" means any benefit provided by a

person to a limited liability company:

(A) In order to become a member upon formation

of the company and in accordance with an agreement between or

among the persons that have agreed to become the initial members

of the company;

(B) In order to become a member after formation

of the company and in accordance with an agreement between the

person and the company; or

accordance with the operating agreement or an agreement between

the member and the company.

(iii) "Debtor in bankruptcy" means a person that is

the subject of:

(A) An order for relief under Title 11 of the

United States Code or a successor statute of general

application; or

(B) A comparable order under federal, state or

foreign law governing insolvency.

(iv) "Designated office" means:

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(A) The office of a registered agent that a

limited liability company is required to designate and maintain

under W.S. 17-28-101; or

(B) The principal office of a foreign limited

liability company.

(v) "Distribution", except as otherwise provided in

W.S. 17-29-405(g), means a transfer of money or other property

from a limited liability company to another person on account of

a transferable interest;

(vi) "Effective" with respect to a record required or

permitted to be delivered to the secretary of state for filing

under this article, means effective under W.S. 17-29-205(c);

(vii) "Foreign limited liability company" means an

unincorporated entity formed under the law of a jurisdiction

other than this state and denominated by that law as a limited

liability company or which appears to the secretary of state to

possess characteristics sufficiently similar to those of a

limited liability company organized under this chapter;

(viii) "Limited liability company", except in the

phrase "foreign limited liability company", means an entity

formed under this chapter;

(ix) "Low profit limited liability company" means a

limited liability company that has set forth in its articles of

organization a business purpose that satisfies, and which

limited liability company is at all times operated to satisfy,

each of the following requirements:

(A) The entity significantly furthers the

accomplishment of one (1) or more charitable or educational

purposes within the meaning of section 170(c)(2)(B) of the

Internal Revenue Code and would not have been formed but for the

entity's relationship to the accomplishment of charitable or

educational purposes;

(B) No significant purpose of the entity is the

production of income or the appreciation of property provided,

however, that the fact that an entity produces significant

income or capital appreciation shall not, in the absence of

other factors, be conclusive evidence of a significant purpose

involving the production of income or the appreciation of

property; and

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one (1) or more political or legislative purposes within the

meaning of section 170(c)(2)(D) of the Internal Revenue Code.

(x) "Manager" means a person that under the operating

agreement of a manager-managed limited liability company is

responsible, alone or in concert with others, for performing the

management functions stated in W.S. 17-29-407(c);

(xi) "Manager-managed limited liability company"

means a limited liability company that qualifies under W.S. 17-

29-407(a);

(xii) "Member" means a person that has become a

member of a limited liability company under W.S. 17-29-401 and

has not dissociated under W.S. 17-29-602;

(xiii) "Member-managed limited liability company"

means a limited liability company that is not a manager-managed

limited liability company;

(xiv) "Operating agreement" means the agreement,

whether or not referred to as an operating agreement and whether

oral, in a record, implied or in any combination thereof, of all

the members of a limited liability company, including a sole

member, concerning the matters described in W.S. 17-29-110(a).

The term includes the agreement as amended or restated;

(xv) "Organizer" means a person that acts under W.S.

17-29-201 to form a limited liability company;

(xvi) "Person" means as defined by W.S. 8-1-

102(a)(vi);

(xvii) "Principal office" means the principal

executive office of a limited liability company or foreign

limited liability company, whether or not the office is located

in this state;

(xviii) "Record" means information that is inscribed

on a tangible medium or that is stored in an electronic or other

medium and is retrievable in perceivable form;

(xix) "Sign" or "signature" includes any manual,

facsimile, conformed or electronic signature;

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(xx) "State" means a state of the United States, the

District of Columbia, Puerto Rico, the United States Virgin

Islands or any territory or insular possession subject to the

jurisdiction of the United States;

(xxi) "Transfer" includes an assignment, conveyance,

deed, bill of sale, lease, mortgage, security interest,

encumbrance, gift or transfer by operation of law;

(xxii) "Transferable interest" means the right, as

originally associated with a person's capacity as a member, to

receive distributions from a limited liability company in

accordance with the operating agreement, whether or not the

person remains a member or continues to own any part of the

right;

(xxiii) "Transferee" means a person to which all or

part of a transferable interest has been transferred, whether or

not the transferor is a member;

(xxiv) "Financial institution" means a bank, savings

and loan association or state chartered credit union;

(xxv) "Majority of the members," unless the operating

agreement provides otherwise, means:

(A) For a limited liability company formed

before July 1, 2010, more than fifty percent (50%) of its

membership interests based on each member’s proportionate

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, unless the limited

liability company amends its articles of organization to provide

otherwise;

(B) For a limited liability company formed on or

after July 1, 2010, a per capita majority of the members.

17-29-103. Knowledge; notice.

(a) A person knows a fact when the person:

(i) Has actual knowledge of it; or

(ii) Is deemed to know it under paragraph (d)(i) of

this section or law other than this chapter.

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(b) A person has notice of a fact when the person:

(i) Has reason to know the fact from all of the facts

known to the person at the time in question; or

(ii) Is deemed to have notice of the fact under

paragraph (d)(ii) of this section.

reasonably required to inform the other person in ordinary

course, whether or not the other person knows the fact.

(d) A person that is not a member is deemed:

(i) To know of a limitation on authority to transfer

real property as provided in W.S. 17-29-302(g); and

(ii) To have notice of a limited liability company's:

(A) Dissolution, ninety (90) days after articles

of dissolution under W.S. 17-29-702(b)(ii)(A) and the limitation

on the member's or manager's authority as a result of the

statement of dissolution becomes effective;

(B) Reserved; and

domestication, ninety (90) days after articles of merger,

conversion, continuance, transfer or domestication under article

10 of this chapter become effective.

17-29-104. Nature, purpose and duration of limited

liability company.

(a) A limited liability company is an entity distinct from

its members.

(b) A limited liability company may have any lawful

purpose, regardless of whether for profit.

(d) Limited liability companies may be organized under

this chapter for any lawful purpose, except for the purpose of

acting as a financial institution or acting as an insurer as

defined in W.S. 26-1-102(a)(xvi).

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(e) Nothing in this chapter 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.

17-29-105. Powers.

A limited liability company has the capacity to sue and be sued

in its own name and the power to do all things necessary or

convenient to carry on its activities.

17-29-106. Governing law.

(a) The law of this state governs:

(i) The internal affairs of a limited liability

company; and

(ii) The liability of a member as member and a

manager as manager for the debts, obligations or other

liabilities of a limited liability company.

17-29-107. Supplemental principles of law;

applicability.

(a) Unless displaced by particular provisions of this

chapter, the principles of law and equity supplement this

chapter.

(b) The Financial Technology Sandbox Act shall apply to

this chapter.

17-29-108. Name.

(a) The words "limited liability company," or its

abbreviations "LLC" or "L.L.C.," "limited company," or its

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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 except the name of a low profit limited

liability company, as defined in W.S. 17-29-102(a)(ix) shall

contain the abbreviations "L3C," "l3c," "low profit ltd.

liability company," "low profit ltd. liability co." or "low

profit limited liability co.". 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) Nothing in this article shall prohibit the use of a

tradename in accordance with applicable law.

17-29-109. Reservation of name.

(a) A person may reserve the exclusive use of the name of

a limited liability company, including a fictitious or assumed

name for a foreign limited liability company whose name is not

available, by delivering an application to the secretary of

state for filing. The application must state the name and

address of the applicant and the name proposed to be reserved.

If the secretary of state finds that the name for which

application has been made is available, it shall be reserved for

the applicant's exclusive use for a one hundred twenty (120) day

period.

(b) The owner of a name reserved for a limited liability

company may transfer the reservation to another person by

delivering to the secretary of state for filing a signed notice

of the transfer which states the name and address of the

transferee.

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17-29-110. Operating agreement; scope, function and

limitations.

(a) Except as otherwise provided in subsections (b) and

following:

(i) Relations among the members as members and

between the members and the limited liability company;

(ii) The rights and duties under this chapter of a

person in the capacity of manager;

(iii) The activities of the company and the conduct

of those activities;

(iv) The means and conditions for amending the

operating agreement;

(v) Management rights and voting rights of members;

(vi) Transferability of membership interests;

(vii) Distributions to members prior to dissolution;

(viii) All other aspects of the management of the

limited liability company.

(b) To the extent the operating agreement does not

otherwise provide for a matter described in subsection (a) of

this section, this chapter governs the matter.

(i) Vary a limited liability company's capacity under

W.S. 17-29-105 to sue and be sued in its own name;

(ii) Vary the law applicable under W.S 17-29-106;

(iii) Vary the power of the court under W.S. 17-29-

204;

(iv) Reserved;

(v) Eliminate the contractual obligation of good

faith and fair dealing under W.S. 17-29-409(d);

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(vi) Unreasonably restrict the duties and rights

stated in W.S. 17-29-410;

(vii) Vary the power of a court to decree dissolution

in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);

(viii) Vary the requirement to wind up a limited

liability company's business as specified in W.S. 17-29-702(a)

and (b)(i);

(ix) Unreasonably restrict the right of a member to

maintain an action under article 9 of this chapter;

(x) Reserved; or

(xi) Reserved.

17-29-111. Operating agreement; effect on limited

liability company and persons becoming members;

preformation agreement.

(a) A limited liability company is bound by and may

enforce the operating agreement, whether or not the company has

itself manifested assent to the operating agreement.

(b) A person that becomes a member of a limited liability

company is deemed to assent to the operating agreement.

initial members of a limited liability company may make an

agreement providing that upon the formation of the company the

agreement will become the operating agreement. One (1) person

intending to become the initial member of a limited liability

company may assent to terms providing that upon the formation of

the company the terms will become the operating agreement.

17-29-112. Operating agreement; effect on third

parties and relationship to records effective on behalf

of limited liability company.

(a) An operating agreement may specify that its amendment

requires the approval of a person that is not a party to the

operating agreement or the satisfaction of a condition. An

amendment is ineffective if its adoption does not include the

required approval or satisfy the specified condition.

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(b) The obligations of a limited liability company and its

members to a person in the person's capacity as a transferee or

dissociated member are governed by the operating agreement. An

amendment to the operating agreement made after a person becomes

a transferee or dissociated member is effective with regard to

any debt, obligation or other liability of the limited liability

company or its members to the person in the person's capacity as

a transferee or dissociated member.

liability company to the secretary of state for filing and has

become effective under this chapter contains a provision that

would be ineffective under W.S. 17-29-110(c) if contained in the

operating agreement, the provision is likewise ineffective in

the record.

(d) Subject to subsection (c) of this section, if a record

that has been delivered by a limited liability company to the

secretary of state for filing and has become effective under

this chapter conflicts with a provision of the operating

agreement:

(i) The operating agreement prevails as to members,

dissociated members, transferees and managers; and

(ii) The record prevails as to other persons to the

extent they reasonably rely on the record.

17-29-113. Registered office and registered agent to

be maintained.

(a) Each limited liability company shall have and

continuously maintain in this state:

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

through 17-28-111;

(ii) A registered agent as provided in W.S. 17-28-101

through 17-28-111.

(b) The provisions of W.S. 17-28-101 through 17-28-111

shall apply to all limited liability companies.

17-29-114. Foreign limited liability companies;

operation; revocation and reinstatement of certificates

of authority.

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To the extent not inconsistent with this act or the provisions

of the Wyoming Business Corporations Act, a foreign limited

liability company shall do business in Wyoming by complying with

the provisions of W.S. 17-16-1501 through 17-16-1536 in the same

manner as a foreign corporation. A foreign limited liability

company's certificate of authority shall be revoked or

reinstated in the manner provided for foreign corporations in

W.S. 17-16-1530 through 17-16-1532.

ARTICLE 2 - FORMATION, ARTICLES OF ORGANIZATION AND OTHER

FILINGS

17-29-201. Formation of limited liability company;

articles of organization.

(a) One (1) or more persons may act as organizers to form

a limited liability company by signing and delivering to the

secretary of state for filing articles of organization.

(b) Articles of organization shall state:

(i) The name of the limited liability company, which

must comply with W.S. 17-29-108;

(ii) The street address of the limited liability

company's initial registered office and the name of its initial

registered agent at that office; and

(iii) Reserved.

written consent to appointment signed by the registered agent.

(d) Subject to W.S. 17-29-112(c), articles of organization

may also contain statements as to matters other than those

required by subsection (b) of this section. However, a statement

in articles of organization is not effective as a statement of

authority.

(e) The following rules apply:

(i) A limited liability company is formed when the

articles of organization become effective, unless the articles

state a delayed effective date pursuant to W.S. 17-29-205(c);

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(ii) If the articles state a delayed effective date,

a limited liability company is not formed if, before the

articles take effect, a statement of cancellation is signed and

delivered to the secretary of state for filing and the secretary

of state files the articles;

(iii) Subject to any delayed effective date and

except in a proceeding by this state to dissolve a limited

liability company, the filing of the articles of organization by

the secretary of state is conclusive proof that the organizer

satisfied all conditions to the formation of a limited liability

company.

17-29-202. Amendment or restatement of articles of

organization.

(a) Articles of organization may be amended or restated at

any time. Articles of organization shall be amended when:

(i) There is a change in the name of the limited

liability company;

(ii) There is a false or erroneous statement in the

articles of organization.

(b) To amend its articles of organization, a limited

liability company must deliver to the secretary of state for

filing an amendment stating:

(i) The name of the company;

(ii) The date of filing of its articles of

organization; and

(iii) The changes the amendment makes to the articles

as most recently amended or restated.

liability company shall deliver to the secretary of state for

filing a restatement, designated as such in its heading,

stating:

(i) In the heading or an introductory paragraph, the

company's present name and the date of the filing of the

company's initial articles of organization; and

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(ii) The changes the restatement makes to the

articles as most recently amended or restated.

(d) Subject to W.S. 17-29-112(c) and 17-29-205(c), an

amendment to or restatement of articles of organization is

effective when delivered for filing with the secretary of state.

(e) If a member of a member-managed limited liability

company, or a manager of a manager-managed limited liability

company, knows that any information in filed articles of

organization was inaccurate when the articles were filed or has

become inaccurate owing to changed circumstances, the member or

manager shall promptly:

(i) Cause the articles to be amended; or

(ii) If appropriate, deliver to the secretary of

state for filing a statement of correction under W.S. 17-28-102

or a statement of correction under W.S. 17-29-206.

17-29-203. Signing of records to be delivered for

filing to secretary of state.

(a) A record delivered to the secretary of state for

filing pursuant to this chapter shall be signed as follows:

(i) Except as otherwise provided in paragraphs (ii)

through (iv) of this subsection, a record signed on behalf of a

limited liability company shall be signed by a person authorized

by the company;

(ii) A limited liability company's initial articles

of organization shall be signed by at least one (1) person

acting as an organizer;

(iii) Reserved;

(iv) A record filed on behalf of a dissolved limited

liability company that has no members shall be signed by the

person winding up the company's activities under W.S. 17-29-

702(c) or a person appointed under W.S. 17-29-702(d) to wind up

those activities;

(v) A statement of cancellation under W.S. 17-29-

201(e)(ii) shall be signed by each organizer that signed the

initial articles of organization, but a personal representative

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of a deceased or incompetent organizer may sign in the place of

the decedent or incompetent;

(vi) A statement of denial by a person under W.S. 17-

29-303 shall be signed by that person; and

(vii) Any other record shall be signed by the person

on whose behalf the record is delivered to the secretary of

state.

(b) Any record filed under this chapter may be signed by

an agent.

17-29-204. Signing and filing pursuant to judicial

order.

(a) If a person required by this chapter to sign a record

or deliver a record to the secretary of state for filing under

this chapter does not do so, any other person that is aggrieved

may petition the appropriate court to order:

(i) The person to sign the record;

(ii) The person to deliver the record to the

secretary of state for filing; or

(iii) The secretary of state to file the record

unsigned.

(b) If a petitioner under subsection (a) of this section

is not the limited liability company or foreign limited

liability company to which the record pertains, the petitioner

shall make the company a party to the action.

17-29-205. Delivery to and filing of records by

secretary of state; effective time and date.

(a) A record authorized or required to be delivered to the

secretary of state for filing under this chapter shall be

captioned to describe the record's purpose, be in a medium

permitted by the secretary of state, and be delivered to the

secretary of state. If the filing fees required by this act or

other law and any past due fees, taxes or penalties have been

paid, unless the secretary of state determines that a record

does not comply with the filing requirements of this chapter,

the secretary of state shall file the record and:

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(i) For a statement of denial under W.S. 17-29-303,

send a copy of the filed statement and a receipt for the fees to

the person on whose behalf the statement was delivered for

filing and to the limited liability company; and

(ii) For all other records, send a copy of the filed

record and a receipt for the fees to the person on whose behalf

the record was filed.

(b) Upon request and payment of the requisite fee, the

secretary of state shall send to the requester a certified copy

of a requested record.

29-206, a record delivered to the secretary of state for filing

under this article shall be effective as provided in W.S. 17-16-

123.

(d) If the secretary of state refuses to file a record

under subsection (a) of this section, the secretary of state

shall return it to the limited liability company or its

representative within fifteen (15) days after the record was

delivered, together with a brief, written explanation of the

reason for the refusal.

17-29-206. Correcting filed record.

(a) A limited liability company or foreign limited

liability company may deliver to the secretary of state for

filing a statement of correction to correct a record previously

delivered by the company to the secretary of state and filed by

the secretary of state, if at the time of filing the record

contained inaccurate information or was defectively signed.

(b) A statement of correction under subsection (a) of this

section may not state a delayed effective date and shall:

(i) Describe the record to be corrected, including

its filing date, or attach a copy of the record as filed;

(ii) Specify the inaccurate information and the

reason it is inaccurate or the manner in which the signing was

defective; and

(iii) Correct the defective signature or inaccurate

information.

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correction under subsection (a) of this section is effective

retroactively as of the effective date of the record the

statement corrects, but the statement is effective when filed:

(i) For the purposes of W.S. 17-29-103(d); and

(ii) As to persons that previously relied on the

uncorrected record and would be adversely affected by the

retroactive effect.

17-29-207. Liability for inaccurate information in

filed record.

(a) If a record delivered to the secretary of state for

filing under this chapter and filed by the secretary of state

contains inaccurate information, a person that suffers a loss by

reliance on the information may recover damages for the loss

from:

(i) A person that signed the record, or caused

another to sign it on the person's behalf, and knew the

information to be inaccurate at the time the record was signed;

and

(ii) Subject to subsection (b) of this section, a

member of a member-managed limited liability company or the

manager of a manager-managed limited liability company, if:

(A) The record was delivered for filing on

behalf of the company; and

(B) The member or manager had notice of the

inaccuracy for a reasonably sufficient time before the

information was relied upon so that, before the reliance, the

member or manager reasonably could have:

(I) Effected an amendment under W.S. 17-29-

202;

(II) Filed a petition under W.S. 17-29-204;

(III) Delivered to the secretary of state

for filing a statement of correction under W.S. 17-28-102 or a

statement of correction under W.S. 17-29-206.

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(b) To the extent that the operating agreement of a

member-managed limited liability company expressly relieves a

member of responsibility for maintaining the accuracy of

information contained in records delivered on behalf of the

company to the secretary of state for filing under this chapter

and imposes that responsibility on one (1) or more other

members, the liability stated in paragraph (a)(ii) of this

section applies to those other members and not to the member

that the operating agreement relieves of the responsibility.

required to be filed under this chapter affirms under penalty of

perjury that the information stated in the record is accurate.

17-29-208. Certificate of existence or

authorization.

(a) The secretary of state, upon request and payment of

the requisite fee, shall furnish to any person a certificate of

existence for a limited liability company if the records filed

in the office of the secretary of state show that the company

has been formed under W.S. 17-29-201 and the secretary of state

has not filed articles of dissolution pertaining to the company.

A certificate of existence shall state:

(i) The company's name;

(ii) That the company was duly formed under the laws

of this state and the date of formation;

(iii) Whether all fees, taxes and penalties due under

this chapter or other law to the secretary of state have been

paid;

(iv) Whether the company's most recent annual report

required by W.S. 17-29-209 has been filed by the secretary of

state;

(v) Whether the secretary of state has

administratively dissolved the company;

(vi) Whether the company has delivered to the

secretary of state for filing articles of dissolution;

(vii) Reserved; and

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(viii) Other facts of record in the office of the

secretary of state which are specified by the person requesting

the certificate.

(b) Subject to any qualification stated in the

certificate, a certificate of existence or certificate of

authorization issued by the secretary of state is conclusive

evidence that the limited liability company is in existence.

17-29-209. Annual report for secretary of state.

(a) Every limited liability company organized under the

laws of this state and every foreign limited liability company

which obtains a certificate of authority to transact and carry

on business within this state shall file with the secretary of

state on or before the first day of the month of organization of

every year a certification, under the penalty of perjury, by its

treasurer or other fiscal agent setting forth its capital,

property and assets located and employed in the state of

Wyoming. The statement shall give the address of its principal

office. On or before the first day of the month of organization

of every year the limited liability company or foreign limited

liability company shall pay to the secretary of state in

addition to all other statutory taxes and fees a license fee

based upon the sum of its capital, property and assets reported,

of sixty dollars ($60.00) or two-tenths of one mill on the

dollar ($.0002), whichever is greater.

(b) The provisions of subsection (a) of this section shall

be modified as follows:

(i) Any limited liability company or foreign limited

liability company engaged in the public calling of carrying

goods, passengers or information interstate is not required to

comply with the provisions of subsection (a) of this section

except to the extent of capital, property and assets used in

intrastate business in this state;

(ii) The value of all mines and mining claims from

which gold, silver and other precious metals, soda, saline,

coal, mineral oil or other valuable deposit, is or shall be

produced is deemed equivalent to the assessed value of the gross

product thereof, for the previous year;

(iii) The assessed value of any property shall be its

actual value.

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current as of the end of the limited liability company's or

foreign limited liability company's fiscal year immediately

preceding the date the annual report is executed on behalf of

the company. All other information in the annual report shall be

current as of the date the annual report is executed on behalf

of the company.

(d) If an annual report does not contain the information

required by this section, the secretary of state shall promptly

notify the reporting domestic or foreign limited liability

company in writing and return the report to it for correction.

(e) Every limited liability company or foreign limited

liability company registered or authorized to do business in the

state of Wyoming shall preserve for three (3) years at its

principal place of business, suitable records and books as may

be necessary to determine the amount of fee for which it is

liable under this section. All records and books shall be

available for examination by the secretary of state or his

designee during regular business hours except as arranged by

mutual consent.

17-29-210. Fees; annual fee.

(a) The secretary of state shall charge and collect fees

from limited liability companies and foreign limited liability

companies for:

(i) Filing the original articles of organization, one

hundred dollars ($100.00);

(ii) For amending the articles of organization, a

filing fee of sixty dollars ($60.00);

(iii) An annual fee accompanying the report required

in W.S. 17-29-209, due and payable on or before the date of the

filing under W.S. 17-29-209;

(iv) Filing, service and copying fees for those

services provided by his office for which a fee is not otherwise

established. A fee shall not exceed the cost of providing the

service;

(v) Issuing a certificate of authority for a foreign

limited liability company, a filing fee of one hundred fifty

dollars ($150.00).

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(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.

business in this state without obtaining a certificate of

authority as required by W.S. 17-16-1501 and 17-29-114 is

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

17-29-211. Series of members, managers, transferable

interests or assets.

(a) An operating agreement may establish or provide for

the establishment of one (1) or more designated series of

members, managers, transferable interests or assets. This

section shall govern any matter with respect to a series to the

extent not otherwise provided in the operating agreement.

(b) Subject to subsection (c) of this section, if an

operating agreement establishes or provides for the

establishment of a particular series:

(i) The debts, obligations or other liabilities of

the particular series, whether arising in contract, tort or

otherwise, shall be enforceable against the assets of the series

only and not against:

(A) The assets of the limited liability company

generally or any other series thereof;

(B) Any member of the limited liability company.

(ii) The debts, obligations or other liabilities of

the limited liability company generally or any other series

thereof, whether arising in contract, tort or otherwise, shall

not be enforceable against the assets of the particular series.

this section shall only apply if:

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(i) The records for the particular series that

account for the assets of the series are separately maintained

from the records that account for the assets of the limited

liability company or any other series thereof. Records that

reasonably identify the assets of a particular series, including

by specific listing, category, type, quantity, computational or

allocational formula or procedure such as a percentage or share

of assets or by any other method where the identity of the

assets is objectively determinable, shall be deemed to account

for the assets of the particular series separately from the

assets of the limited liability company or any other series

thereof;

(ii) The operating agreement specifically provides

for the limitations on liabilities; and

(iii) Notice of the limitations on liabilities of the

particular series is included in the articles of organization.

Notice under this paragraph shall be sufficient whether or not

the limited liability company has established or referenced any

particular series in the notice.

(d) Nothing in this section, an operating agreement or

articles of organization shall restrict:

(i) A series or limited liability company on behalf

of a series from agreeing in the operating agreement or

otherwise that any or all of the debts, obligations or other

liabilities of the limited liability company generally or any

other series thereof shall be enforceable against the assets of

the series;

(ii) A limited liability company from agreeing in the

operating agreement or otherwise that any or all of the debts,

obligations or other liabilities of a series shall be

enforceable against the assets of the limited liability company

generally; or

(iii) Notwithstanding W.S. 17-29-304(a), a member or

manager from agreeing in the operating agreement or otherwise to

be personally liable for any or all of the debts, obligations or

other liabilities of a series.

(e) A series established under this section shall have the

power and capacity to, in its own name, contract, hold title to

assets including real, personal and intangible property, grant

liens and security interests and sue and be sued. A series may:

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(i) Have separate rights, powers or duties with

respect to specified property or obligations of the limited

liability company or profits and losses associated with

specified property or obligations;

(ii) Carry on any lawful purpose regardless of

whether for profit, except for the purpose of acting as a

financial institution or acting as an insurer as defined in W.S.

26-1-102(a)(xvi);

(iii) Hold assets directly or indirectly, including

in the name of the series or the name of the limited liability

company.

(f) An operating agreement that establishes or provides

for the establishment of a series may:

(i) Provide for classes or groups of members or

managers of the series having the relative rights, powers and

duties specified in the operating agreement;

(ii) Provide for and specify the future creation of

additional classes or groups of members or managers of the

series having the relative rights, powers and duties as may be

established, including rights, powers and duties senior to

existing classes and groups of members or managers of the

series;

(iii) Provide for the taking of an action, including

the amendment of the operating agreement, without the vote or

approval of any member or manager or class or group of members

or managers of the series;

(iv) Provide that any member or class or group of

members of a series shall have no voting rights;

(v) Grant to all or certain identified members or

managers or class or group of members or managers of the series

the right to vote on any matter separately or with all or any

class or group of members or managers of the series. Voting by

members or managers may be on a per capita, number, financial

interest, class, group or other basis.

(g) The management of a series shall be vested as follows:

(i) In the members of the series pursuant to W.S. 17-

29-407(b). A member shall cease to be a member of a series upon

Updated 07.01.2021 Page 23 of 76

the divestment of all of the member's transferable interests of

the series. The fact that a person ceases to be a member of a

particular series shall not by itself cause the person to cease

to be a member of the limited liability company or any other

series thereof or cause the termination of the series,

regardless of whether the person was the last remaining member

of the series; or

(ii) If the operating agreement provides for the

management of the series in whole or in part by a manager, the

management shall be vested in one (1) or more managers who shall

be chosen as provided in the operating agreement and who shall

hold the offices and have the responsibilities as specified in

the agreement. A manager shall cease to be a manager of a series

as provided in an operating agreement and subject to W.S. 17-29-

407(c)(v). The fact that a person ceases to be a manager of a

particular series shall not by itself cause the person to cease

to be a manager of the limited liability company or any other

series thereof.

(h) Notwithstanding W.S. 17-29-404 and subject to

subsections (j) and (m) of this section, if a member of a series

becomes entitled to receive a distribution, the member has the

status of, and is entitled to all remedies available to, a

creditor of the series with respect to the distribution. An

operating agreement may provide for the establishment of a

record date for allocations and distributions associated with a

series.

(j) Notwithstanding W.S. 17-29-405(a), a limited liability

company may make a distribution with respect to a series that

has been established under this section unless the total assets

of the series after the distribution would be less than the sum

of its total liabilities plus the amount that would be needed,

if the series were to be dissolved, wound up and terminated at

the time of the distribution, to satisfy the preferential rights

upon winding up and termination of members whose preferential

rights are superior to those of the persons receiving the

distribution. A member that receives a distribution knowing that

the distribution was made in violation of this subsection is

personally liable to the series for the amount of the

distribution. This subsection shall not affect any obligation or

liability of a member under an agreement or other applicable law

for the amount of a distribution, except that any action under

this subsection shall be subject to W.S. 17-29-406(e). For

purposes of this subsection, "distribution" does not include

amounts constituting reasonable compensation for present or past

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services or reasonable payments made in the ordinary course of

business under a bona fide retirement plan or other benefits

program.

(k) Subject to W.S. 17-29-702, a series established under

this section may be terminated and its affairs wound up without

causing the dissolution of the limited liability company. The

termination of the series shall not affect the limitations on

liabilities of the series as provided in subsection (b) of this

section. A series is terminated and its affairs shall be wound

up upon the occurrence of any of the following:

(i) The dissolution of the limited liability company

under W.S. 17-29-702;

(ii) The time or happening of events specified in the

operating agreement;

(iii) The vote or consent of members of the series

who own more than two-thirds (2/3) of the interests in the

profits of the series; or

(iv) On application by a member or manager of the

series, the entry of a court order terminating the series on the

grounds that it is not reasonably practicable to carry on the

purposes of the series in conformity with the operating

agreement.

(m) A person winding up the affairs of a series may, in

the name of the limited liability company and for and on behalf

of the limited liability company and the series, take all

actions with respect to the series as authorized by W.S. 17-29-

702. The person shall provide for the claims and obligations of

the series and distribute the assets of the series as provided

in W.S. 17-29-708. Actions taken in accordance with this

subsection shall not affect the liability of members and shall

not impose liability on a liquidating trustee appointed in

accordance with this subsection. Notwithstanding W.S. 17-29-702,

the following persons may wind up the affairs of a series:

(i) A manager of the series who has not wrongfully

terminated the series;

(ii) If the series has no manager who qualifies under

paragraph (i) of this subsection, the members of the series or a

person approved by the members;

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(iii) The members who own more than fifty (50%)

percent of the interests in the profits of the series;

(iv) On application of a member or manager of the

series or any personal representative or assignee of the member

or manager, and upon cause shown, a court or a liquidating

trustee appointed by the court.

(n) A foreign limited liability company doing business in

this state and governed by an operating agreement that

establishes or provides for the establishment of one (1) or more

designated series of members, managers, transferable interests

or assets shall state the following on its certificate of

authority:

(i) That the operating agreement of the foreign

limited liability company establishes or provides for the

establishment of series having separate rights, powers or duties

with respect to specified property or obligations of the foreign

limited liability company or profits and losses associated with

specified property or obligations;

(ii) If any of the debts, obligations or other

liabilities of any particular series, whether arising in

contract, tort or otherwise, shall be enforceable against the

assets of the particular series only and not against the assets

of the foreign limited liability company generally or any other

series thereof;

(iii) If any of the debts, obligations or other

liabilities of the foreign limited liability company generally

or any other series thereof, whether arising in contract, tort

or otherwise, shall be enforceable against the assets of the

particular series.

(o) The secretary of state shall charge and collect fees

from limited liability companies and foreign limited liability

companies establishing one (1) or more series in the amount of

ten dollars ($10.00) per series designated or established under

this section.

ARTICLE 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS

DEALING WITH LIMITED LIABILITY COMPANY

17-29-301. No agency power of member as member.

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(a) A member is not an agent of a limited liability

company solely by reason of being a member.

(b) A person's status as a member does not prevent or

restrict law other than this chapter from imposing liability on

a limited liability company because of the person's conduct.

17-29-302. Statement of authority.

(a) A limited liability company may deliver to the

secretary of state for filing a statement of authority. The

statement:

(i) Shall include the name of the company and the

street and mailing addresses of its designated office;

(ii) With respect to any position that exists in or

with respect to the company, may state the authority, or

limitations on the authority, of all persons holding the

position to:

(A) Execute an instrument transferring real

property held in the name of the company; or

(B) Enter into other transactions on behalf of,

or otherwise act for or bind, the company; and

(iii) May state the authority, or limitations on the

authority, of a specific person to:

(A) Execute an instrument transferring real

property held in the name of the company; or

(B) Enter into other transactions on behalf of,

or otherwise act for or bind, the company.

(b) To amend or cancel a statement of authority filed by

the secretary of state under W.S. 17-29-205(a), a limited

liability company shall deliver to the secretary of state for

filing an amendment or cancellation stating:

(i) The name of the company;

(ii) The street and mailing addresses of the

company's designated office;

Updated 07.01.2021 Page 27 of 76

(iii) The caption of the statement being amended or

cancelled and the date the statement being affected became

effective; and

(iv) The contents of the amendment or a declaration

that the statement being affected is cancelled.

person to bind a limited liability company to persons that are

not members.

(d) Subject to subsection (c) of this section and W.S. 17-

29-103(d) and except as otherwise provided in subsections (f),

(g) and (h) of this section, a limitation on the authority of a

person or a position contained in an effective statement of

authority is not by itself evidence of knowledge or notice of

the limitation by any person.

(e) Subject to subsection (c) of this section, a grant of

authority not pertaining to transfers of real property and

contained in an effective statement of authority is conclusive

in favor of a person that gives value in reliance on the grant,

except to the extent that when the person gives value:

(i) The person has knowledge to the contrary;

(ii) The statement has been cancelled or

restrictively amended under subsection (b) of this section; or

(iii) A limitation on the grant is contained in

another statement of authority that became effective after the

statement containing the grant became effective.

(f) Subject to subsection (c) of this section, an

effective statement of authority that grants authority to

transfer real property held in the name of the limited liability

company and that is recorded by certified copy in the office for

recording transfers of the real property is conclusive in favor

of a person that gives value in reliance on the grant without

knowledge to the contrary, except to the extent that when the

person gives value:

(i) The statement has been cancelled or restrictively

amended under subsection (b) of this section and a certified

copy of the cancellation or restrictive amendment has been

recorded in the office for recording transfers of the real

property; or

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(ii) A limitation on the grant is contained in

another statement of authority that became effective after the

statement containing the grant became effective and a certified

copy of the later effective statement is recorded in the office

for recording transfers of the real property.

(g) Subject to subsection (c) of this section, if a

certified copy of an effective statement containing a limitation

on the authority to transfer real property held in the name of a

limited liability company is recorded in the office for

recording transfers of that real property, all persons are

deemed to know of the limitation.

(h) Subject to subsection (j) of this section, an

effective statement of dissolution or termination is a

cancellation of any filed statement of authority for the

purposes of subsection (f) of this section and is a limitation

on authority for the purposes of subsection (g) of this section.

(j) After a statement of dissolution becomes effective, a

limited liability company may deliver to the secretary of state

for filing and, if appropriate, may record a statement of

authority that is designated as a post dissolution statement of

authority. The statement operates as provided in subsections (f)

and (g) of this section.

(k) Unless earlier cancelled, an effective statement of

authority is cancelled by operation of law five (5) years after

the date on which the statement, or its most recent amendment,

becomes effective. This cancellation operates without need for

any recording under subsection (f) or (g) of this section.

(m) An effective statement of denial operates as a

restrictive amendment under this section and may be recorded by

certified copy for the purposes of paragraph (f)(i) of this

section.

17-29-303. Statement of denial.

(a) A person named in a filed statement of authority

granting that person authority may deliver to the secretary of

state for filing a statement of denial that:

(i) Provides the name of the limited liability

company and the caption of the statement of authority to which

the statement of denial pertains; and

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(ii) Denies the grant of authority.

17-29-304. Liability of members and managers.

(a) The debts, obligations or other liabilities of a

limited liability company, whether arising in contract, tort or

otherwise:

(i) Are solely the debts, obligations or other

liabilities of the company; and

(ii) Do not become the debts, obligations or other

liabilities of a member or manager solely by reason of the

member acting as a member or manager acting as a manager.

(b) Repealed by Laws 2016, ch. 54, § 2.

manager of a limited liability company for the debts,

obligations or other liabilities of the company, a court shall

consider only the following factors no one (1) of which, except

fraud, is sufficient to impose liability:

(i) Fraud;

(ii) Inadequate capitalization;

(iii) Failure to observe company formalities as

required by law; and

(iv) Intermingling of assets, business operations and

finances of the company and the members to such an extent that

there is no distinction between them.

(d) In any analysis conducted under subsection (c) of this

section, a court shall not consider factors intrinsic to the

character and operation of a limited liability company, whether

a single or multiple member limited liability company. Factors

intrinsic to the character and operation of a limited liability

company include but are not limited to:

(i) The ability to elect treatment as a disregarded

or pass-through entity for tax purposes;

(ii) Flexible operation or organization including the

failure to observe any particular formality relating to the

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exercise of the company's powers or management of its

activities;

(iii) The exercise of ownership, influence and

governance by a member or manager;

(iv) The protection of members' and managers'

personal assets from the obligations and acts of the limited

liability company.

ARTICLE 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO THE

LIMITED LIABILITY COMPANY

17-29-401. Becoming a member.

(a) If a limited liability company is to have only one (1)

member upon formation, the person becomes a member as determined

by that person and the organizer of the company. That person and

the organizer may be, but need not be, different persons. If

different, the organizer acts on behalf of the initial member.

(b) If a limited liability company is to have more than

one (1) member upon formation, those persons become members as

agreed by them. The organizer acts on behalf of the persons in

forming the company and may be, but need not be, one of the

persons.

(d) After formation of a limited liability company, a

person becomes a member:

(i) As provided in the operating agreement;

(ii) As the result of a transaction effective under

article 10 of this chapter;

(iii) With the consent of all the members; or

(vi) If, within ninety (90) consecutive days after

the company ceases to have any members:

(A) The last person to have been a member, or

the legal representative of that person, designates a person to

become a member; and

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(B) The designated person consents to become a

member.

(e) A person may become a member without acquiring a

transferable interest and without making or being obligated to

make a contribution to the limited liability company.

17-29-402. Form of contribution.

A contribution may consist of tangible or intangible property or

other benefit to a limited liability company, including money,

services performed, promissory notes, other agreements to

contribute money or property and contracts for services to be

performed.

17-29-403. Liability for contributions.

A person's obligation to make a contribution to a limited

liability company is not excused by the person's death,

disability or other inability to perform personally. If a person

does not make a required contribution, the person or the

person's estate is obligated to contribute money equal to the

value of the part of the contribution which has not been made,

at the option of the company.

17-29-404. Sharing of and right to distributions

before dissolution.

(a) Any distributions made by a limited liability company

before its dissolution and winding up shall be in equal shares

among members and dissociated members, except:

(i) To the extent otherwise provided in a written or

verbal operating agreement as set forth in W.S. 17-29-110;

(ii) To the extent necessary to comply with any

transfer effective under W.S. 17-29-502 and any charging order

in effect under W.S. 17-29-503; or

(iii) To the extent otherwise represented by the

company through an authorized representative in tax filings with

the Internal Revenue Service in which the status elected by the

company is not timely disputed by any member.

(b) A person has a right to a distribution before the

dissolution and winding up of a limited liability company only

if the company decides to make an interim distribution. A

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person's dissociation does not entitle the person to a

distribution.

distribution from a limited liability company in any form other

than money. Except as otherwise provided in W.S. 17-29-708(c), a

limited liability company may distribute an asset in kind if

each part of the asset is fungible with each other part and each

person receives a percentage of the asset equal in value to the

person's share of distributions.

(d) If a member or transferee becomes entitled to receive

a distribution, the member or transferee has the status of, and

is entitled to all remedies available to, a creditor of the

limited liability company with respect to the distribution.

17-29-405. Limitations on distribution.

(a) A limited liability company shall not make a

distribution if after the distribution:

(i) The company would not be able to pay its debts as

they become due in the ordinary course of the company's

activities; or

(ii) The company's total assets would be less than

the sum of its total liabilities plus the amount that would be

needed, if the company were to be dissolved, wound up and

terminated at the time of the distribution, to satisfy the

preferential rights upon dissolution, winding up and termination

of members whose preferential rights are superior to those of

persons receiving the distribution.

(b) A limited liability company may base a determination

that a distribution is not prohibited under subsection (a) of

this section on financial statements prepared on the basis of

accounting practices and principles that are reasonable in the

circumstances or on a fair valuation or other method that is

reasonable under the circumstances.

section, the effect of a distribution under subsection (a) of

this section is measured:

(i) In the case of a distribution by purchase,

redemption or other acquisition of a transferable interest in

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the company, as of the date money or other property is

transferred or debt incurred by the company; and

(ii) In all other cases, as of the date:

(A) The distribution is authorized, if the

payment occurs within one hundred twenty (120) days after that

date; or

(B) The payment is made, if the payment occurs

more than one hundred twenty (120) days after the distribution

is authorized.

(d) Except as otherwise expressly agreed in writing, a

limited liability company's indebtedness to a member incurred by

reason of a distribution made in accordance with this section is

at parity with the company's indebtedness to its general,

unsecured creditors.

(e) A limited liability company's indebtedness, including

indebtedness issued in connection with or as part of a

distribution, is not a liability for purposes of subsection (a)

of this section if the terms of the indebtedness provide that

payment of principal and interest are made only to the extent

that a distribution could be made to members under this section.

(f) If indebtedness is issued as a distribution, each

payment of principal or interest on the indebtedness is treated

as a distribution, the effect of which is measured on the date

the payment is made.

(g) In subsection (a) of this section, "distribution" does

not include amounts constituting reasonable compensation for

present or past services or reasonable payments made in the

ordinary course of business under a bona fide retirement plan or

other benefits program.

17-29-406. Liability for improper distributions.

(a) Except as otherwise provided in subsection (b) of this

section, if a member of a member-managed limited liability

company or manager of a manager-managed limited liability

company consents to a distribution made in violation of W.S. 17-

29-405 and in consenting to the distribution fails to comply

with W.S. 17-29-409, the member or manager is personally liable

to the company for the amount of the distribution that exceeds

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the amount that could have been distributed without the

violation of W.S. 17-29-405.

(b) To the extent the operating agreement of a member-

managed limited liability company expressly relieves a member of

the authority and responsibility to consent to distributions and

imposes that authority and responsibility on one (1) or more

other members, the liability stated in subsection (a) of this

section applies to the other members and not the member that the

operating agreement relieves of authority and responsibility.

distribution to that person was made in violation of W.S. 17-29-

405 is personally liable to the limited liability company but

only to the extent that the distribution received by the person

exceeded the amount that could have been properly paid under

W.S. 17-29-405.

(d) A person against which an action is commenced because

the person is liable under subsection (a) of this section may:

(i) Implead any other person that is subject to

liability under subsection (a) of this section and seek to

compel contribution from the person; and

(ii) Implead any person that received a distribution

in violation of subsection (c) of this section and seek to

compel contribution from the person in the amount the person

received in violation of subsection (c) of this section.

(e) An action under this section is barred if not

commenced within two (2) years after the distribution.

17-29-407. Management of limited liability company.

(a) A limited liability company is a member-managed

limited liability company unless the articles of organization or

the operating agreement:

(i) Expressly provides that:

(A) The company is or will be "manager-managed";

(B) The company is or will be "managed by

managers"; or

Updated 07.01.2021 Page 35 of 76

"vested in managers"; or

(ii) Includes words of similar import.

(b) In a member-managed limited liability company, unless

the articles of organization or the operating agreement provide

otherwise, the following rules apply:

(i) The management and conduct of the company are

vested in the members;

(ii) Each member has equal rights in the management

and conduct of the company's activities except:

(A) That a member's interest is otherwise

defined in W.S. 17-29-102(a)(xxiv);

(B) To the extent otherwise provided in any

other provision in this chapter; or

company through an authorized representative in tax filings with

the Internal Revenue Service in which the status elected by the

company is not timely disputed by any member.

(iii) A difference arising among members as to a

matter in the ordinary course of the activities of the company

may be decided by a majority of the members;

(iv) An act outside the ordinary course of the

activities of the company may be undertaken only with the

consent of all members;

(v) The operating agreement may be amended only with

the consent of all members.

the articles of organization or the operating agreement provide

otherwise, the following rules apply:

(i) Except as otherwise expressly provided in this

chapter, any matter relating to the activities of the company is

decided exclusively by the managers;

(ii) Each manager has equal rights in the management

and conduct of the activities of the company;

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(iii) A difference arising among managers as to a

matter in the ordinary course of the activities of the company

may be decided by a majority of the managers;

(iv) The consent of all members is required to:

(A) Sell, lease, exchange or otherwise dispose

of all, or substantially all, of the company's property, with or

without the good will, outside the ordinary course of the

company's activities;

(B) Approve a merger, conversion, continuance,

transfer or domestication under article 10 of this chapter;

course of the company's activities; and

(D) Amend the operating agreement.

(v) A manager may be chosen at any time by the

consent of a majority of the members and remains a manager until

a successor has been chosen, unless the manager at an earlier

time resigns, is removed or dies, or, in the case of a manager

that is not an individual, terminates. A manager may be removed

at any time by the consent of a majority of the members without

notice or cause;

(vi) A person need not be a member to be a manager,

but the dissociation of a member that is also a manager removes

the person as a manager. If a person that is both a manager and

a member ceases to be a manager, that cessation does not by

itself dissociate the person as a member;

(vii) A person's ceasing to be a manager does not

discharge any debt, obligation or other liability to the limited

liability company or members which the person incurred while a

manager.

(d) An action requiring the consent of members under this

article may be taken without a meeting, and a member may appoint

a proxy or other agent to consent or otherwise act for the

member by signing an appointing record, personally or by the

member's agent.

(e) The dissolution of a limited liability company does

not affect the applicability of this section. However, a person

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that wrongfully causes dissolution of the company loses the

right to participate in management as a member and a manager.

(f) This article does not entitle a member to remuneration

for services performed for a member-managed limited liability

company, except for reasonable compensation for services

rendered in winding up the activities of the company.

17-29-408. Indemnification and insurance.

(a) A limited liability company shall reimburse for any

payment made and indemnify for any debt, obligation or other

liability incurred by a member of a member-managed company or

the manager of a manager-managed company in the course of the

member's or manager's activities on behalf of the company, if,

in making the payment or incurring the debt, obligation or other

liability, the member or manager complied with the duties stated

in W.S. 17-29-405 and 17-29-409.

(b) A limited liability company may purchase and maintain

insurance on behalf of a member or manager of the company

against liability asserted against or incurred by the member or

manager in that capacity or arising from that status.

17-29-409. Standards of conduct for members and

managers.

(a) A member of a member-managed limited liability company

owes to the company and, subject to W.S. 17-29-901(b), the other

members the fiduciary duties of loyalty and care stated in

subsections (b) and (c).

(b) The duty of loyalty of a member in a member-managed

limited liability company includes the duties:

(i) To account to the company and to hold as trustee

for it any property, profit or benefit derived by the member:

(A) In the conduct or winding up of the

company's activities;

(B) From a use by the member of the company's

property; or

liability company opportunity;

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(ii) To refrain from dealing with the company in the

conduct or winding up of the company's activities as or on

behalf of a person having an interest adverse to the company;

and

(iii) To refrain from competing with the company in

the conduct of the company's activities before the dissolution

of the company.

care of a member of a member-managed limited liability company

in the conduct and winding up of the company's activities is to

act with the care that a person in a like position would

reasonably exercise under similar circumstances and in a manner

the member reasonably believes to be in the best interests or at

least not opposed to the best interests of the company. In

discharging this duty, a member may rely in good faith upon

opinions, reports, statements or other information provided by

another person that the member reasonably believes is a

competent and reliable source for the information.

(d) A member in a member-managed limited liability company

or a manager-managed limited liability company shall discharge

the duties under this chapter or under the operating agreement

and exercise any rights consistently with the contractual

obligation of good faith and fair dealing.

(e) It is a defense to a claim under paragraph (b)(ii) of

this section and any comparable claim in equity or at common law

that the transaction was fair to or at least not opposed to the

limited liability company.

(f) All of the members of a member-managed limited

liability company or a manager-managed limited liability company

may authorize or ratify, after full disclosure of all material

facts, a specific act or transaction that otherwise would

violate the duty of loyalty.

(g) In a manager-managed limited liability company, the

following rules apply:

(i) Subsections (a), (b), (c) and (e) of this section

apply to the manager or managers and not the members;

(ii) The duty stated under paragraph (b)(iii) of this

section continues until winding up is completed;

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(iii) Subsection (d) of this section applies to the

members and managers;

(iv) Subsection (f) of this section applies only to

the members;

(v) A member does not have any fiduciary duty to the

company or to any other member solely by reason of being a

member.

17-29-410. Right of members, managers and

dissociated members to information.

(a) In a member-managed limited liability company, the

following rules apply:

(i) On reasonable notice, a member may inspect and

copy during regular business hours, at a reasonable location

specified by the company, any record maintained by the company

regarding the company's activities, financial condition and

other circumstances, to the extent the information is material

to the member's rights and duties under the operating agreement

or this chapter;

(ii) The company shall furnish to each member:

(A) On demand, any information concerning the

company's activities, financial condition and other

circumstances which the company knows and is material to the

proper exercise of the member's rights and duties under the

operating agreement or this chapter, except to the extent the

company can establish that it reasonably believes the member

already knows the information; and

(B) On demand, any other information concerning

the company's activities, financial condition and other

circumstances, except to the extent the demand or information

demanded is unreasonable or otherwise improper under the

circumstances.

(iii) The duty to furnish information under paragraph

(ii) of this subsection also applies to each member to the

extent the member knows any of the information described in

paragraph (ii) of this subsection.

(b) In a manager-managed limited liability company, the

following rules apply:

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(i) The informational rights stated in subsection (a)

of this section and the duty stated in paragraph (a)(iii) of

this section apply to the managers and not the members;

(ii) During regular business hours and at a

reasonable location specified by the company, a member may

obtain from the company and inspect and copy full information

regarding the activities, financial condition and other

circumstances of the company as is just and reasonable if:

(A) The member seeks the information for a

purpose material to the member's interest as a member;

(B) The member makes a demand in a record

received by the company, describing with reasonable

particularity the information sought and the purpose for seeking

the information; and

to the member's purpose.

(iii) Within ten (10) days after receiving a demand

pursuant to subparagraph (ii)(B) of this subsection, the company

shall in a record inform the member that made the demand:

(A) Of the information that the company will

provide in response to the demand and when and where the company

will provide the information; and

(B) If the company declines to provide any

demanded information, the company's reasons for declining.

(iv) Whenever this chapter or an operating agreement

provides for a member to give or withhold consent to a matter,

before the consent is given or withheld, the company shall, upon

demand, provide the member with all information that is known to

the company and is material to the member's decision.

a limited liability company, a dissociated member may have

access to information to which the person was entitled while a

member if the information pertains to the period during which

the person was a member, the person seeks the information in

good faith and the person satisfies the requirements imposed on

a member by paragraph (b)(ii) of this section. The company shall

respond to a demand made pursuant to this subsection in the

manner provided in paragraph (b)(iii) of this section.

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(d) A limited liability company may charge a person that

makes a demand under this section the reasonable costs of

copying, limited to the costs of labor and material.

(e) A member or dissociated member may exercise rights

under this section through an agent or, in the case of an

individual under legal disability, a legal representative. Any

restriction or condition imposed by the operating agreement or

under subsection (g) of this section applies both to the agent

or legal representative and the member or dissociated member.

(f) The rights under this section do not extend to a

person as transferee.

(g) In addition to any restriction or condition stated in

its operating agreement, a limited liability company, as a

matter within the ordinary course of its activities, may impose

reasonable restrictions and conditions on access to and use of

information to be furnished under this section, including

designating information confidential and imposing nondisclosure

and safeguarding obligations on the recipient. In a dispute

concerning the reasonableness of a restriction under this

subsection, the company has the burden of proving

reasonableness.

ARTICLE 5 - TRANSFERABLE INTERESTS AND RIGHTS OF

TRANSFEREES AND CREDITORS

17-29-501. Nature of transferable interest.

A transferable interest is personal property.

17-29-502. Transfer of transferable interest.

(a) A transfer, in whole or in part, of a transferable

interest:

(i) Is permissible;

(ii) Except as otherwise provided in this chapter,

does not by itself cause a member's dissociation or a

dissolution and winding up of the limited liability company's

activities; and

(iii) Subject to W.S. 17-29-504, does not entitle the

transferee to:

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(A) Participate in the management or conduct of

the company's activities; or

(B) Except as otherwise provided in subsection

concerning the company's activities.

(b) A transferee has the right to receive, in accordance

with the transfer, distributions to which the transferor would

otherwise be entitled.

company, a transferee is entitled to an account of the company's

transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a

certificate of the interest issued by the limited liability

company in a record, and, subject to this section, the interest

represented by the certificate may be transferred by a transfer

of the certificate.

(e) A limited liability company need not give effect to a

transferee's rights under this section until the company has

notice of the transfer.

(f) A transfer of a transferable interest in violation of

a restriction on transfer contained in the operating agreement

is ineffective as to a person having notice of the restriction

at the time of transfer.

(g) Except as otherwise provided in W.S. 17-29-

602(a)(iv)(B), when a member transfers a transferable interest,

the transferor retains the rights of a member other than the

interest in distributions transferred and retains all duties and

obligations of a member.

(h) When a member transfers a transferable interest to a

person that becomes a member with respect to the transferred

interest, the transferee is liable for the member's obligations

under W.S. 17-29-403 and 17-29-406(c) known to the transferee

when the transferee becomes a member.

17-29-503. Charging order.

(a) On application by a judgment creditor of a member or

transferee, a court may enter a charging order against the

transferable interest of the judgment debtor for the unsatisfied

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amount of the judgment. A charging order requires the limited

liability company to pay over to the person to which the

charging order was issued any distribution that would otherwise

be paid to the judgment debtor.

(b) Reserved.

(d) The member or transferee whose transferable interest

is subject to a charging order under subsection (a) of this

section may extinguish the charging order by satisfying the

judgment and filing a certified copy of the satisfaction with

the court that issued the charging order.

(e) A limited liability company or one (1) or more members

whose transferable interests are not subject to the charging

order may pay to the judgment creditor the full amount due under

the judgment and thereby succeed to the rights of the judgment

creditor, including the charging order.

(f) This article does not deprive any member or transferee

of the benefit of any exemption laws applicable to the member's

or transferee's transferable interest.

(g) This section provides the exclusive remedy by which a

person seeking to enforce a judgment against a judgment debtor,

including any judgment debtor who may be the sole member,

dissociated member or transferee, may, in the capacity of the

judgment creditor, satisfy the judgment from the judgment

debtor's transferable interest or from the assets of the limited

liability company. Other remedies, including foreclosure on the

judgment debtor's limited liability interest and a court order

for directions, accounts and inquiries that the judgment debtor

might have made are not available to the judgment creditor

attempting to satisfy a judgment out of the judgment debtor's

interest in the limited liability company and may not be ordered

by the court.

17-29-504. Power of personal representative of

deceased member.

If a member dies, the deceased member's personal representative

or other legal representative may exercise the rights of a

transferee provided in W.S. 17-29-502(c) and, for the purposes

of settling the estate, the rights of a current member under

W.S. 17-29-410.

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ARTICLE 6 - MEMBER'S DISSOCIATION

17-29-601. Member's power to dissociate; wrongful

dissociation.

(a) A person has the power to dissociate as a member at

any time, rightfully or wrongfully, by withdrawing as a member

by express will under W.S. 17-29-602(a)(i).

(b) A person's dissociation from a limited liability

company is wrongful only if the dissociation:

(i) Is in breach of an express provision of the

operating agreement; or

(ii) Occurs before the termination of the company

and:

(A) The person is expelled as a member by

judicial order under W.S. 17-29-602(a)(v); or

(B) The person is dissociated under W.S. 17-29-

602(a)(vii)(A) by becoming a debtor in bankruptcy.

liable to the limited liability company and, subject to W.S. 17-

29-901, to the other members for damages caused by the

dissociation. The liability is in addition to any other debt,

obligation or other liability of the member to the company or

the other members.

17-29-602. Events causing dissociation.

(a) A person is dissociated as a member from a limited

liability company when:

(i) The company has notice of the person's express

will to withdraw as a member, but, if the person specified a

withdrawal date later than the date the company had notice, on

that later date;

(ii) An event stated in the operating agreement as

causing the person's dissociation occurs;

(iii) The person is expelled as a member pursuant to

the operating agreement;

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(iv) The person is expelled as a member by the

unanimous consent of the other members if:

(A) It is unlawful to carry on the company's

activities with the person as a member;

(B) There has been a transfer of all of the

person's transferable interest in the company, other than:

(I) A transfer for security purposes; or

(II) A charging order in effect under W.S.

17-29-503.

17-16-140(a)(xiii) and, within ninety (90) days after the

company notifies the person that it will be expelled as a member

because the person has filed articles of dissolution or the

equivalent, its charter has been revoked, or its right to

conduct business has been suspended by the jurisdiction of its

incorporation, the articles of dissolution has not been revoked

or its charter or right to conduct business has not been

reinstated; or

(D) The person is some other entity not

described in subparagraph (C) of this paragraph that has been

dissolved and whose business is being wound up.

(v) On application by the company, the person is

expelled as a member by judicial order because the person:

(A) Has engaged, or is engaging, in wrongful

conduct that has adversely and materially affected, or will

adversely and materially affect, the company's activities;

(B) Has willfully or persistently committed, or

is willfully and persistently committing, a material breach of

the operating agreement or the person's duties or obligations

under W.S. 17-29-409; or

relating to the company's activities which makes it not

reasonably practicable to carry on the activities with the

person as a member.

(vi) In the case of a person who is an individual:

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(A) The person dies; or

(B) In a member-managed limited liability

company:

(I) A guardian or general conservator for

the person is appointed; or

(II) There is a judicial order that the

person has otherwise become incapable of performing the person's

duties as a member under this chapter or the operating

agreement.

(vii) In a member-managed limited liability company,

the person:

(A) Becomes a debtor in bankruptcy;

(B) Executes an assignment for the benefit of

creditors; or

appointment of a trustee, receiver or liquidator of the person

or of all or substantially all of the person's property.

(viii) In the case of a person that is a trust or is

acting as a member by virtue of being a trustee of a trust, the

trust's entire transferable interest in the company is

distributed;

(ix) In the case of a person that is an estate or is

acting as a member by virtue of being a personal representative

of an estate, the estate's entire transferable interest in the

company is distributed;

(x) In the case of a member that is not an

individual, partnership, limited liability company, corporation,

trust or estate, the termination of the member;

(xi) The company participates in a merger under

article 10 of this chapter, if:

(A) The company is not the surviving entity; or

(B) Otherwise as a result of the merger, the

person ceases to be a member.

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(xii) The company participates in a conversion under

article 10 of this chapter;

(xiii) The company participates in a continuance,

transfer or domestication under article 10 of this chapter, if,

as a result of the continuance, transfer or domestication, the

person ceases to be a member; or

(xiv) The company terminates.

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

member.

(a) When a person is dissociated as a member of a limited

liability company:

(i) The person's right to participate as a member in

the management and conduct of the company's activities

terminates;

(ii) If the company is member-managed, the person's

fiduciary duties as a member end with regard to matters arising

and events occurring after the person's dissociation; and

(iii) Subject to W.S. 17-29-504 and article 10 of

this chapter, any transferable interest owned by the person

immediately before dissociation in the person's capacity as a

member is owned by the person solely as a transferee.

(b) A person's dissociation as a member of a limited

liability company does not of itself discharge the person from

any debt, obligation or other liability to the company or the

other members which the person incurred while a member.

ARTICLE 7 - DISSOLUTION AND WINDING UP

17-29-701. Events causing dissolution.

(a) A limited liability company is dissolved, and its

activities must be wound up, upon the occurrence of any of the

following:

(i) An event or circumstance that the operating

agreement or articles of organization states causes dissolution;

(ii) The consent of all the members;

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(iii) The passage of ninety (90) consecutive days

during which the company has no members;

(iv) On application by a member, the entry of a court

order dissolving the company on the grounds that:

(A) The conduct of all or substantially all of

the company's activities is unlawful; or

(B) It is not reasonably practicable to carry on

the company's activities in conformity with the articles of

organization and the operating agreement; or

(v) On application by a member or dissociated member,

the entry of a court order dissolving the company on the grounds

that the managers or those members in control of the company:

(A) Have acted, are acting, or will act in a

manner that is illegal or fraudulent; or

(B) Have acted or are acting in a manner that is

oppressive and was, is, or will be directly harmful to the

applicant.

(b) In a proceeding brought under paragraph (a)(v) of this

section, the court may order a remedy other than dissolution.

17-29-702. Winding up.

(a) A dissolved limited liability company shall wind up

its activities and the company continues after dissolution only

for the purpose of winding up.

(b) In winding up its activities, a limited liability

company:

(i) Shall discharge the company's debts, obligations,

or other liabilities, settle and close the company's activities

and marshal and distribute the assets of the company; and

(ii) May:

(A) Deliver to the secretary of state for filing

articles of dissolution stating the name of the company and that

the company is dissolved;

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(B) Preserve the company activities and property

as a going concern for a reasonable time;

proceedings, whether civil, criminal or administrative;

(D) Transfer the company's property;

(E) Settle disputes by mediation or arbitration;

(F) Reserved; and

(G) Perform other acts necessary or appropriate

to the winding up.

members, the legal representative of the last person to have

been a member may wind up the activities of the company. If the

person does so, the person has the powers of a sole manager

under W.S. 17-29-407(c) and is deemed to be a manager for the

purposes of W.S. 17-29-304(a)(ii).

(d) If the legal representative under subsection (c) of

this section declines or fails to wind up the company's

activities, a person may be appointed to do so by the consent of

transferees owning a majority of the rights to receive

distributions as transferees at the time the consent is to be

effective. A person appointed under this subsection:

(i) Has the powers of a sole manager under W.S. 17-

29-407(c) and is deemed to be a manager for the purposes of W.S.

17-29-304(a)(ii); and

(ii) Shall promptly deliver to the secretary of state

for filing an amendment to the company's articles of

organization to:

(A) State that the company has no members;

(B) State that the person has been appointed

pursuant to this subsection to wind up the company; and

the person.

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(e) A court may order judicial supervision of the winding

up of a dissolved limited liability company, including the

appointment of a person to wind up the company's activities:

(i) On application of a member, if the applicant

establishes good cause;

(ii) On the application of a transferee, if:

(A) The company does not have any members;

(B) The legal representative of the last person

to have been a member declines or fails to wind up the company's

activities; and

dissolution a person has not been appointed pursuant to

subsection (c) of this section; or

(iii) In connection with a proceeding under W.S. 17-

29-701(a)(iv) or (v).

17-29-703. Known claims against dissolved limited

liability company.

(a) Except as otherwise provided in subsection (d) of this

section, a dissolved limited liability company may give notice

of a known claim under subsection (b) of this section, which has

the effect as provided in subsection (c) of this section.

(b) A dissolved limited liability company may in a record

notify its known claimants of the dissolution. The notice shall:

(i) Specify the information required to be included

in a claim;

(ii) Provide a mailing address to which the claim is

to be sent;

(iii) State the deadline for receipt of the claim,

which may not be less than one hundred twenty (120) days after

the date the notice is received by the claimant; and

(iv) State that the claim will be barred if not

received by the deadline.

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is barred if the requirements of subsection (b) of this section

are met and:

(i) The claim is not received by the specified

deadline; or

(ii) If the claim is timely received but rejected by

the company:

(A) The company causes the claimant to receive a

notice in a record stating that the claim is rejected and will

be barred unless the claimant commences an action against the

company to enforce the claim within ninety (90) days after the

claimant receives the notice; and

(B) The claimant does not commence the required

action within the ninety (90) days.

(d) This section does not apply to a claim based on an

event occurring after the effective date of dissolution or a

liability that on that date is contingent.

17-29-704. Other claims against dissolved limited

liability company.

(a) A dissolved limited liability company may publish

notice of its dissolution and request persons having claims

against the company to present them in accordance with the

notice.

(b) The notice authorized by subsection (a) of this

section shall:

(i) Be published at least once in a newspaper of

general circulation in the county in this state in which the

dissolved limited liability company's principal office is

located or, if it has none in this state, in the county in which

the company's designated office is or was last located;

(ii) Describe the information required to be

contained in a claim and provide a mailing address to which the

claim is to be sent; and

(iii) State that a claim against the company is

barred unless an action to enforce the claim is commenced within

three (3) years after publication of the notice.

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notice in accordance with subsection (b) of this section, unless

the claimant commences an action to enforce the claim against

the company within three (3) years after the publication date of

the notice, the claim of each of the following claimants is

barred:

(i) A claimant that did not receive notice in a

record under W.S. 17-29-703;

(ii) A claimant whose claim was timely sent to the

company but not acted on; and

(iii) A claimant whose claim is contingent at, or

based on an event occurring after, the effective date of

dissolution.

(d) A claim not barred under this section or W.S. 17-29-

703(c) may be enforced:

(i) Against a dissolved limited liability company, to

the extent of its undistributed assets; and

(ii) If assets of the company have been distributed

after dissolution, against a member or transferee to the extent

of that person's proportionate share of the claim or of the

assets distributed to the member or transferee after

dissolution, whichever is less, but a person's total liability

for all claims under this paragraph does not exceed the total

amount of assets distributed to the person after dissolution.

17-29-705. Administrative forfeiture of authority

and articles of organization.

(a) If any limited liability company's registered agent

has filed its resignation with the secretary of state and the

limited liability company has not replaced its registered agent

and registered office, or the limited liability company is

without a registered agent or registered office in this state

for any reason, it shall be deemed to be transacting business

within this state without authority and to have forfeited any

franchises, rights or privileges acquired under the laws thereof

and the forfeiture shall be made effective in the following

manner. The secretary of state shall provide by first class mail

or by electronic means a notice of its failure to comply with

aforesaid provisions. Unless compliance is made within sixty

(60) days of mailing or electronic submission of the notice, the

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limited liability company shall be deemed defunct and to have

forfeited its articles of organization acquired under the laws

of this state. Provided, that any defunct limited liability

company may at any time within two (2) years after the

forfeiture of its articles of organization or certificate of

authority, in the manner herein provided, be revived and

reinstated, by filing the necessary statement under this act and

paying a reinstatement fee established by the secretary of state

by rule, together with a penalty of two hundred fifty dollars

($250.00). The reinstatement fee shall not exceed the costs of

providing the reinstatement service. The limited liability

company shall retain its registered name during the two (2) year

reinstatement period under this section.

(b) If any limited liability company has failed to pay the

fee required by W.S. 17-29-210 or any penalties imposed under

W.S. 17-28-109, it shall be deemed to be transacting business

within this state without authority and to have forfeited any

franchises, rights or privileges acquired under the laws

thereof. The forfeiture shall be made effective in the following

manner. The secretary of state shall provide notice to the

limited liability company at its last known mailing address by

first class mail or by electronic means. Unless compliance is

made within sixty (60) days of the date of notice the limited

liability company shall be deemed defunct and to have forfeited

its articles of organization or certificate of authority

acquired under the laws of this state. Provided, that any

defunct limited liability company may at any time within two (2)

years after the forfeiture of its articles of organization of

certificate of authority, be revived and reinstated by paying

the amount of the delinquent fees. When the reinstatement is

effective, it relates back to and takes effect as of the

effective date deemed defunct pursuant to this subsection and

the limited liability company resumes carrying on its business

as if it had never been deemed defunct.

transacting business within this state without authority, to

have forfeited any franchises, rights or privileges acquired

under the laws thereof and shall be deemed defunct and to have

forfeited its articles of organization or certificate of

authority acquired under the laws of this state, and the

forfeiture shall be made effective in the manner provided in

subsection (a) of this section, if:

(i) A member of the limited liability company signed

a document he knew was false in any material respect with intent

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that the document be delivered to the secretary of state for

filing;

(ii) The limited liability company has failed to

respond to a valid and enforceable subpoena; or

(iii) It is in the public interest and the limited

liability company or any of its members:

(A) Failed to provide records to the registered

agent as required in this chapter;

(B) Has provided fraudulent information or has

failed to correct false information upon request of the

secretary of state on any filing with the secretary of state

under this chapter; or

agent or by mail or electronically by the secretary of state

acting as the agent for process.

(d) The secretary of state may classify a limited

liability company as delinquent awaiting forfeiture of its

articles of organization or certificate of authority at the time

the secretary of state provides the notice required under

subsections (a) through (c) of this section to the limited

liability company.

(e) In addition to the other provisions of this section,

if any low profit limited liability company has ceased to meet

the definition of a low profit limited liability company as

provided in W.S. 17-29-102(a)(ix) and has failed for thirty (30)

days after ceasing to meet the definition to file an amendment

to its articles of organization with the secretary of state

amending its name to conform with the requirements of W.S. 17-

29-108, it shall be deemed to be transacting business in this

state without authority and to have forfeited any franchises,

rights or privileges acquired under the laws thereof and the

forfeiture shall be made effective in the same manner as

provided in subsection (a) of this section. The reinstatement

provisions and fees provided in subsection (a) of this section

shall apply.

17-29-706. Reserved.

17-29-707. Appeal from rejection of reinstatement.

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Appeals of decisions of the secretary of state under this

article may be made as provided in W.S. 17-16-1423.

17-29-708. Distribution of assets in winding up

limited liability company's activities.

(a) In winding up its activities, a limited liability

company shall apply its assets to discharge its obligations to

creditors, including members that are creditors.

(b) After a limited liability company complies with

subsection (a) of this section, any surplus shall be distributed

in the following order, subject to any charging order in effect

under W.S. 17-29-503:

(i) To each person owning a transferable interest

that reflects contributions made by a member and not previously

returned, an amount equal to the value of the unreturned

contributions; and

(ii) In equal shares among members and dissociated

members, except:

(A) To the extent otherwise provided in a

written or verbal operating agreement as set forth in W.S. 17-

29-110;

(B) To the extent necessary to comply with any

transfer effective under W.S. 17-29-502; or

company through an authorized representative in tax filings with

the Internal Revenue Service in which the status elected by the

company is not timely disputed by any member.

sufficient surplus to comply with paragraph (b)(i) of this

section, any surplus shall be distributed among the owners of

transferable interests in proportion to the value of their

respective unreturned contributions.

(d) Repealed by Laws 2017, ch. 51, § 2.

ARTICLE 8 - RESERVED

ARTICLE 9 - ACTIONS BY MEMBERS

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17-29-901. Direct action by member.

(a) Subject to subsection (b) of this section, a member

may maintain a direct action against another member, a manager

or the limited liability company to enforce the member's rights

and otherwise protect the member's interests, including rights

and interests under the operating agreement or this chapter or

arising independently of the membership relationship.

(b) A member maintaining a direct action under this

section shall plead and prove an actual or threatened injury

that is not solely the result of an injury suffered or

threatened to be suffered by the limited liability company.

17-29-902. Derivative action.

(a) A member may maintain a derivative action to enforce a

right of a limited liability company if:

(i) The member first makes a demand on the other

members in a member-managed limited liability company, or the

managers of a manager-managed limited liability company,

requesting that they cause the company to bring an action to

enforce the right, and the managers or other members do not

bring the action within a reasonable time; or

(ii) A demand under paragraph (i) of this subsection

would be futile.

17-29-903. Proper plaintiff.

(a) Except as otherwise provided in subsection (b) of this

section, a derivative action under W.S. 17-29-902 may be

maintained only by a person that is a member at the time the

action is commenced and remains a member while the action

continues.

(b) If the sole plaintiff in a derivative action dies

while the action is pending, the court may permit another member

of the limited liability company to be substituted as plaintiff.

17-29-904. Pleading.

(a) In a derivative action under W.S. 17-29-902, the

complaint shall state with particularity:

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(i) The date and content of plaintiff's demand and

the response to the demand by the managers or other members; or

(ii) If a demand has not been made, the reasons a

demand under W.S. 17-29-902(a)(i) would be futile.

17-29-905. Special litigation committee.

(a) If a limited liability company is named as or made a

party in a derivative proceeding, the company may appoint a

special litigation committee to investigate the claims asserted

in the proceeding and determine whether pursuing the action is

in the best interests of the company. If the company appoints a

special litigation committee, on motion by the committee made in

the name of the company, except for good cause shown, the court

shall stay discovery for the time reasonably necessary to permit

the committee to make its investigation. This subsection does

not prevent the court from enforcing a person's right to

information under W.S. 17-29-410 or, for good cause shown,

granting extraordinary relief in the form of a temporary

restraining order or preliminary injunction.

(b) A special litigation committee may be composed of one

(1) or more disinterested and independent individuals, who may

be members.

(i) In a member-managed limited liability company:

(A) By the consent of a majority of the members

not named as defendants or plaintiffs in the proceeding; and

(B) If all members are named as defendants or

plaintiffs in the proceeding, by a majority of the members named

as defendants; or

(ii) In a manager-managed limited liability company:

(A) By a majority of the managers not named as

defendants or plaintiffs in the proceeding; and

(B) If all managers are named as defendants or

plaintiffs in the proceeding, by a majority of the managers

named as defendants.

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(d) After appropriate investigation, a special litigation

committee may determine that it is in the best interests of the

limited liability company that the proceeding:

(i) Continue under the control of the plaintiff;

(ii) Continue under the control of the committee;

(iii) Be settled on terms approved by the committee;

(iv) Be dismissed.

(e) After making a determination under subsection (d) of

this section, a special litigation committee shall file with the

court a statement of its determination and its report supporting

its determination, giving notice to the plaintiff. The court

shall determine whether the members of the committee were

disinterested and independent and whether the committee

conducted its investigation and made its recommendation in good

faith, independently and with reasonable care, with the

committee having the burden of proof. If the court finds that

the members of the committee were disinterested and independent

and that the committee acted in good faith, independently and

with reasonable care, the court shall enforce the determination

of the committee. Otherwise, the court shall dissolve the stay

of discovery entered under subsection (a) of this section and

allow the action to proceed under the direction of the

plaintiff.

17-29-906. Proceeds and expenses.

(a) Except as otherwise provided in subsection (b) of this

section:

(i) Any proceeds or other benefits of a derivative

action under W.S. 17-29-902, whether by judgment, compromise or

settlement, belong to the limited liability company and not to

the plaintiff; and

(ii) If the plaintiff receives any proceeds, the

plaintiff shall remit them immediately to the company.

(b) If a derivative action under W.S. 17-29-902 is

successful in whole or in part, the court may award the

plaintiff reasonable expenses, including reasonable attorney's

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fees and costs, from the recovery of the limited liability

company.

ARTICLE 10 - MERGER, CONVERSION, CONTINUANCE, TRANSFER

AND DOMESTICATION

17-29-1001. Definitions.

(a) As used in this chapter:

(i) "Constituent limited liability company" means a

constituent organization that is a limited liability company;

(ii) "Constituent organization" means an organization

that is party to a merger;

(iii) "Converted organization" means the organization

into which a converting organization converts pursuant to W.S.

17-29-1006;

(iv) "Converting limited liability company" means a

converting organization that is a limited liability company;

(v) "Converting organization" means an organization

that converts into another organization pursuant to W.S. 17-29-

1006;

(vi) "Governing statute" means the statute that

governs an organization's internal affairs;

(vii) "Organization" means a general partnership,

including a limited liability partnership, limited partnership,

including a limited liability limited partnership, limited

liability company, business trust, statutory trust, corporation

or any other person having a governing statute. The term

includes a domestic or foreign organization regardless of

whether organized for profit;

(viii) "Organizational documents" means:

(A) For a domestic or foreign general

partnership, its partnership agreement;

(B) For a limited partnership or foreign limited

partnership, its certificate of limited partnership and

partnership agreement;

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company, its certificate or articles of organization and

operating agreement, or comparable records as provided in its

governing statute;

(D) For a business or statutory trust, its

agreement of trust, declaration of trust or certificate of

trust;

(E) For a domestic or foreign corporation for

profit, its articles of incorporation, bylaws and other

agreements among its shareholders which are authorized by its

governing statute or comparable records as provided in its

governing statute; and

(F) For any other organization, the basic

records that create the organization and determine its internal

governance and the relations among the persons that own it, have

an interest in it or are members of it.

(ix) "Personal liability" means liability for a debt,

obligation or other liability of an organization which is

imposed on a person that co-owns, has an interest in or is a

member of the organization:

(A) By the governing statute solely by reason of

the person co-owning, having an interest in or being a member of

the organization; or

(B) By the organization's organizational

documents under a provision of the governing statute authorizing

those documents to make one (1) or more specified persons liable

for all or specified debts, obligations or other liabilities of

the organization solely by reason of the person or persons co-

owning, having an interest in or being a member of the

organization.

(x) "Surviving organization" means an organization

into which one (1) or more other organizations are merged

whether the organization preexisted the merger or was created by

the merger.

17-29-1002. Merger.

(a) A limited liability company may merge with one (1) or

more other constituent organizations pursuant to this section,

W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:

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(i) The governing statute of each of the other

organizations authorizes the merger;

(ii) The merger is not expressly prohibited by the

law of a jurisdiction that enacted any of the governing

statutes;

(iii) Each of the other organizations complies with

its governing statute in effecting the merger; and

(iv) No member of a domestic limited liability

company that is a party to the merger will, as a result of the

merger, become personally liable for the liabilities or

obligations of any other person or entity unless that member

approves the plan of merger and otherwise consents to becoming

personally liable.

(b) A plan of merger shall be in a record and shall

include:

(i) The name and form of each constituent

organization;

(ii) The name and form of the surviving organization

and, if the surviving organization is to be created by the

merger, a statement to that effect;

(iii) The terms and conditions of the merger,

including the manner and basis for converting the interests in

each constituent organization into any combination of money,

interests in the surviving organization or other consideration;

(iv) If the surviving organization is to be created

by the merger, the surviving organization's organizational

documents that are proposed to be in a record; and

(v) If the surviving organization is not to be

created by the merger, any amendments to be made by the merger

to the surviving organization's organizational documents that

are, or are proposed to be, in a record.

17-29-1003. Action on plan of merger by constituent

limited liability company.

(a) Subject to W.S. 17-29-1014, a plan of merger shall be

consented to by all the members of a constituent limited

liability company.

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(b) Subject to W.S. 17-29-1014 and any contractual rights,

after a merger is approved, and at any time before articles of

merger are delivered to the secretary of state for filing under

W.S. 17-29-1004, a constituent limited liability company may

amend the plan or abandon the merger:

(i) As provided in the plan; or

(ii) Except as otherwise prohibited in the plan, with

the same consent as was required to approve the plan.

17-29-1004. Filings required for merger; effective

date.

(a) After each constituent organization has approved a

merger, articles of merger shall be signed on behalf of:

(i) Each domestic constituent limited liability

company, as provided in W.S. 17-29-203(a); and

(ii) Each other constituent organization, as provided

in its governing statute.

(b) Articles of merger under this section shall include:

(i) The name and form of each constituent

organization and the jurisdiction of its governing statute;

(ii) The name and form of the surviving organization,

the jurisdiction of its governing statute and, if the surviving

organization is created by the merger, a statement to that

effect;

(iii) The date the merger is effective under the

governing statute of the surviving organization;

(iv) If the surviving organization is to be created

by the merger:

(A) If it will be a limited liability company,

the company's articles of organization; or

(B) If it will be an organization other than a

limited liability company, the organizational document that

creates the organization that is in a public record.

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(v) If the surviving organization preexists the

merger, any amendments provided for in the plan of merger for

the organizational document that created the organization that

are in a public record;

(vi) A statement as to each constituent organization

that the merger was approved as required by the organization's

governing statute;

(vii) If the surviving organization is a foreign

organization not authorized to transact business in this state,

the street and mailing addresses of an office that the secretary

of state may use for the purposes of W.S. 17-29-1005(b); and

(viii) Any additional information required by the

governing statute of any constituent organization.

deliver the articles of merger for filing in the office of the

secretary of state.

(d) A merger becomes effective under this chapter:

(i) If the surviving organization is a limited

liability company, upon the later of:

(A) Compliance with subsection (c) of this

section; or

(B) Subject to W.S. 17-29-205(c), as specified

in the articles of merger; or

(ii) If the surviving organization is not a limited

liability company, as provided by the governing statute of the

surviving organization.

(e) If the secretary of state finds that the articles of

merger comply with the requirements of law, that all required

fees have been paid and a certificate has been requested, he

shall issue a certificate of merger.

17-29-1005. Effect of merger.

(a) When a merger becomes effective:

(i) The surviving organization continues or comes

into existence;

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(ii) Each constituent organization that merges into

the surviving organization ceases to exist as a separate entity;

(iii) All property owned by each constituent

organization that ceases to exist vests in the surviving

organization;

(iv) All debts, obligations or other liabilities of

each constituent organization that ceases to exist continue as

debts, obligations or other liabilities of the surviving

organization;

(v) An action or proceeding pending by or against any

constituent organization that ceases to exist may be continued

as if the merger had not occurred;

(vi) Except as prohibited by other law, all of the

rights, privileges, immunities, powers and purposes of each

constituent organization that ceases to exist vest in the

surviving organization;

(vii) Except as otherwise provided in the plan of

merger, the terms and conditions of the plan of merger take

effect;

(viii) Except as otherwise agreed, if a constituent

limited liability company ceases to exist, the merger does not

dissolve the limited liability company for the purposes of

article 7 of this chapter;

(ix) If the surviving organization is created by the

merger:

(A) If it is a limited liability company, the

articles of organization becomes effective; or

(B) If it is an organization other than a

limited liability company, the organizational document that

creates the organization becomes effective; and

(x) If the surviving organization preexisted the

merger, any amendments provided for in the articles of merger

for the organizational document that created the organization

become effective.

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(b) A surviving organization that is a foreign

organization consents to the jurisdiction of the courts of this

state to enforce any debt, obligation or other liability owed by

a constituent organization. A surviving organization that is a

foreign organization and not authorized to transact business in

this state appoints the secretary of state as its agent for

service of process for the purposes of enforcing a debt,

obligation or other liability under this subsection.

17-29-1006. Conversion.

An organization other than a limited liability company may be

converted to a limited liability company pursuant to chapter 26

of this title and the organization's governing statutes.

17-29-1007. Reserved.

17-29-1008. Reserved.

17-29-1009. Effect of conversion.

(a) The effect of an organization other than a limited

liability company converting to a limited liability company

shall be as provided in chapter 26 of this title and the

organization's governing statutes.

(b) A converted organization that is a foreign

organization consents to the jurisdiction of the courts of this

state to enforce any debt, obligation or other liability for

which the converting limited liability company is liable. A

converted organization that is a foreign organization and not

authorized to transact business in this state appoints the

secretary of state as its agent for service of process for

purposes of enforcing a debt, obligation or other liability

under this subsection.

17-29-1010. Continuance.

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

organization organized for any purpose except acting as an

insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a

financial institution under the laws of any foreign jurisdiction

may, if the foreign jurisdiction will acknowledge that the

organization's domicile has terminated in the foreign

jurisdiction, apply to the secretary of state for registration

under this act. The secretary of state may issue a certificate

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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

issued continuing the organization in Wyoming as if it had been

organized as a limited liability company in this state. The

certificate of registration may be subject to any limitations

and conditions as may appear proper to the secretary of state.

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

of a certificate of registration to be given forthwith to the

proper officer of the foreign jurisdiction in which the

organization was previously organized.

organization with the secretary of state shall contain:

(i) A certified copy of its original articles of

organization and all amendments thereto or its equivalent basic

charter;

(ii) The names of the organization and the foreign

jurisdiction in which it has previously been lawfully organized;

(iii) The date of organization;

(iv) The address of its principal mailing address;

(v) The name and address of the proposed registered

agent in this state;

(vi) Reserved;

(vii) Repealed By Laws 2014, Ch. 65, § 2.

(viii) Repealed By Laws 2014, Ch. 65, § 2.

(ix) Repealed By Laws 2014, Ch. 65, § 2.

(x) Any additional information permitted in articles

of organization under W.S. W.S. 17-29-201.

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

managers if any or by any member who is authorized to execute

the application on behalf of the organization.

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

without expressly so stating, vary from the provisions of the

organization's articles of organization or equivalent basic

charter or other authorization, if the variation is one which a

company organized under the Revised Uniform Limited Liability

Company Act could effect by way of amendment to its articles of

organization. Upon issuance of a certificate of continuance by

the secretary of state, the articles of continuance shall be

deemed to be the articles of organization of the continued

organization. The organization may elect to incorporate by

reference in the articles of continuance its basic charter or

other authorization which has been adopted by it in the foreign

jurisdiction, in order to permit the same to continue to act as

the articles of organization, provided, however, that the basic

charter or other authorization shall be deemed amended to the

extent necessary to make the same conform to the laws of Wyoming

and to the provisions of the articles of continuance.

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

118, the existence of any organization heretofore or hereafter

issued a certificate of continuation under this act shall be

deemed to have commenced on the date the organization commenced

its existence in the jurisdiction in which it was first formed,

organized or otherwise came into being. The laws of Wyoming

shall apply to an organization continuing under this act to the

same extent as if it had been organized under the laws of

Wyoming from and after the issuance of a certificate of

continuation under this act by the secretary of state. When a

foreign organization is continued under this act, the

continuance shall not affect the ownership of its property, or

its liability for any existing obligations, causes of action,

claims, pending or threatened prosecution or civil or

administration actions, convictions, rulings, orders or

judgments.

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

of any right or privilege that he claims under, or relieve any

member of any liability in respect of, his membership.

17-29-1011. Transfer of a Wyoming limited liability

company to another jurisdiction.

(a) A limited liability company created, domesticated or

continued under this chapter may, if authorized by resolution

duly adopted as set forth in subsection (f) of this section, and

by the laws of any other jurisdiction, within or without the

United States, apply to the proper officer of the other

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jurisdiction for a certificate of registration, and to the

secretary of state of this state for a certificate of transfer.

The application for certificate of transfer shall set forth the

following:

(i) The name of the limited liability company

immediately prior to the transfer, and if that name is

unavailable for use in the foreign jurisdiction or the limited

liability company desires to change its name in connection with

the transfer, the name by which the limited liability company

will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the

limited liability company is to be transferred;

(iii) A statement that the limited liability company

shall surrender its articles of organization under this chapter

upon the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved

by the members in the manner required under subsection (f) of

this section; and

(v) Any other terms and conditions of the transfer,

including any desired amendments to the articles of organization

of the limited liability company following its transfer.

(b) The secretary of state shall require that the limited

liability company maintain within the state an agent for service

of process for at least one (1) year after the transfer is

effected and shall impose any conditions he considers

appropriate for the protection of creditors, including the

provision of notice to the public of the application described

in subsection (a) of this section, the provision of a bond or a

deposit of funds in an appropriate depository located in Wyoming

and subject to the jurisdiction of the courts of Wyoming, and if

such conditions are not met, the secretary of state may refuse

to issue a certificate of transfer.

applicant and the secretary with subsections (a) and (b) of this

section and receipt of payment of the special toll charge

prescribed by subsection (e) of this section shall immediately

transmit a notice of issuance of a certificate of transfer to

the proper officer of the jurisdiction to which the limited

liability company is transferred.

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(d) Upon issuance of a certificate of transfer, the

limited liability company shall be continued as if it had been

organized under the laws of the other jurisdiction and becomes a

limited liability company under the laws of the other

jurisdiction upon issuance by such jurisdiction of a certificate

of registration.

(e) Every limited liability company organized,

domesticated or continued under the laws of this state in order

to receive a certificate of transfer pursuant to subsection (c)

of this section shall pay to the secretary of state, in addition

to all other statutory taxes and fees, a special toll charge of

sixty dollars ($60.00).

(f) A resolution to transfer the limited liability company

to another jurisdiction shall be adopted by the members.

(g) The limited liability company may represent to the

proper officer of the jurisdiction to which the limited

liability company is transferred that the laws of the state of

Wyoming permit such transfer, and may describe the permission

extended by this section as authorizing the domestication,

continuance or other transfer of domicile as may be required by

the laws of the foreign jurisdiction in order for the limited

liability company to be accepted in that jurisdiction, provided

that the limited liability company may not misrepresent the

requirements or effects of the provisions of this section.

17-29-1012. Domestication of foreign limited

liability companies.

Any limited liability company created under the laws of any of

the several states of the United States for any purpose except

acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or

acting as a financial institution may become a domestic limited

liability company of this state by delivering or causing to be

delivered to the secretary of state articles of domestication.

Upon filing the articles of domestication, the secretary of

state shall issue to the foreign limited liability company a

certificate of domestication which shall continue the company as

if it had been created under this chapter. The articles of

domestication, upon being filed by the secretary of state,

constitute the articles of the domesticated foreign limited

liability company and it shall thereafter have all the powers

and privileges and be subjected to all the duties and

limitations granted and imposed upon domestic limited liability

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companies under the provisions of the Revised Uniform Limited

Liability Company Act.

17-29-1013. Application for certificate of

domestication; articles of domestication.

(a) A foreign limited liability company, in order to

procure a certificate of domestication shall file articles of

domestication with the secretary of state, which articles shall

include and set forth:

(i) A certified copy of its original articles of

organization and all amendments thereto or its equivalent basic

charter or other authorization, and a certificate of good

standing not more than thirty (30) days old;

(ii) The name of the company and the jurisdiction

under the laws of which it is created;

(iii) The date of organization and the period of

duration of the company;

(iv) The address of the principal office of the

company and the jurisdiction under the laws of which it is

created;

(v) The address of the proposed registered office of

the company in this state, and the name of its proposed

registered agent in this state at that address;

(vi) Repealed By Laws 2014, Ch. 65, § 2.

(vii) Repealed By Laws 2014, Ch. 65, § 2.

(viii) Repealed By Laws 2014, Ch. 65, § 2.

(ix) Repealed By Laws 2014, Ch. 65, § 2.

(x) Any additional information permitted in articles

of organization under W.S. 17-29-201.

17-29-1014. Restrictions on approval of mergers,

conversions, continuances, transfers and domestications.

(a) If a member of a constituent, converting, continuing,

transferring or domesticating limited liability company will

have personal liability with respect to a surviving, converted,

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continued, transferred or domesticated organization, approval or

amendment of a plan of merger, conversion, continuance, transfer

or domestication are ineffective without the consent of the

member, unless:

(i) The company's operating agreement provides for

approval of a merger, conversion, continuance, transfer or

domestication with the consent of fewer than all the members;

and

(ii) The member has consented to the provision of the

operating agreement.

(b) A member does not give the consent required by

subsection (a) of this section merely by consenting to a

provision of the operating agreement that permits the operating

agreement to be amended with the consent of fewer than all the

members.

17-29-1015. Article not exclusive.

This article does not preclude an entity from being merged,

converted, continued, transferred or domesticated under law

other than this chapter.

ARTICLE 11 - MISCELLANEOUS PROVISIONS

17-29-1101. Uniformity of application and

construction.

In applying and construing this uniform act, consideration shall

be given to the need to promote uniformity of the law with

respect to its subject matter among states that enact it.

17-29-1102. Secretary of state powers.

The secretary of state has the power reasonably necessary to

perform the duties required of him by this chapter. The

secretary of state shall promulgate reasonable rules and

regulations necessary to carry out the purposes of this chapter.

17-29-1103. Application to existing domestic limited

liability companies.

(a) Except as provided in subsection (b) of this section,

this chapter applies to domestic limited liability companies in

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existence on July 1, 2010 that were organized under any general

statute of this state providing for organization of limited

liability companies.

(b) For limited liability companies organized in Wyoming

prior to the effective date of this chapter, the management

provisions contained in former W.S. 17-15-116, the division of

profits provisions contained in former W.S. 17-15-119, the

distribution of assets upon dissolution provisions contained in

former W.S. 17-15-126 and the stated term provisions contained

in former W.S. 17-15-107(a)(ii) are continued for a period of

four (4) years from the effective date of this chapter unless

the limited liability company amends its articles of

organization to provide otherwise.

17-29-1104. Applications to qualified foreign

limited liability companies.

A foreign limited liability company authorized to transact

business in this state on the effective date of this chapter is

subject to this chapter but is not required to obtain a new

certificate of authority to transact business under this

chapter.

17-29-1105. Saving provisions.

(a) Except as provided in subsection (b) of this section,

the repeal of a statute by this act does not affect:

(i) The operation of the statute or any action taken

under it before its repeal;

(ii) Any ratification, right, remedy, privilege,

obligation or liability acquired, accrued or incurred under the

statute before its repeal;

(iii) Any violation of the statute, or any penalty,

forfeiture or punishment incurred because of the violation,

before its repeal; or

(iv) Any proceeding or dissolution commenced under

the statute before its repeal, and the proceeding or dissolution

may be completed in accordance with the statute as if it had not

been repealed.

(b) If a penalty or punishment imposed for violation of a

statute repealed by this act is reduced by this act, the penalty

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or punishment if not already imposed shall be imposed in

accordance with this act.

CHAPTER 25 - CLOSE LIMITED LIABILITY COMPANY SUPPLEMENT

17-25-101. Short title.

This chapter shall be known and may be cited as the "Wyoming

Close Limited Liability Company Supplement."

17-25-102. Application of Wyoming Limited Liability

Company Act.

(a) The Wyoming Limited Liability Company Act applies to

close limited liability companies to the extent not inconsistent

with the provisions of this chapter and the powers provided the

secretary of state by W.S. 17-29-1102 shall apply to this

supplement.

(b) This chapter does not repeal or modify any statute or

rule of law that is or would apply to a limited liability

company that is organized under the Wyoming Limited Liability

Company Act that does not elect to become a close limited

liability company.

17-25-103. Definition and election of close limited

liability company status.

(a) A close limited liability company is a limited

liability company whose articles of organization contain a

statement that the company is a close limited liability company.

(b) A limited liability company formed under W.S. 17-29-

101 through 17-29-1102 may convert to a close limited liability

company by amending its articles of organization to include the

statement required by subsection (a) of this section.

appear conspicuously in the operating agreement and on any

certificates of ownership in a close limited liability company:

NOTICE OF RESTRICTIONS ON TRANSFERS AND WITHDRAWALS

The rights of members in a close limited liability company may

differ materially from the rights of members in other limited

liability companies. The Close Limited Liability Company

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Supplement, articles of organization, and operating agreement of

a close limited liability company may restrict transfer of

ownership interests, withdrawal or resignation from the company,

return of capital contributions and dissolution of the company.

17-25-104. Formation.

Any person may form a close limited liability company which

shall have one (1) 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 close limited liability company need not be a member

of the company.

17-25-105. Articles of organization.

The articles of organization of a close limited liability

company shall include a statement that the company is a close

limited liability company and shall set forth the matters

required by W.S. 17-29-201.

17-25-106. Management.

Management of a close limited liability company shall be vested

in its members which, unless otherwise provided in the operating

agreement, shall be in proportion to the division of profits and

losses among members. If provision is made for it in the

articles of organization, management of the company may be

vested in a manager or managers who shall be appointed in the

articles of organization or operating agreement or elected by

the members in the manner prescribed by the operating agreement

of the company. 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 company.

17-25-107. Withdrawal of members and return of

members' contributions to capital.

(a) A member may only withdraw from a close limited

liability company upon the terms and conditions set forth in the

operating agreement. If no terms and conditions for withdrawal

of a member are set forth in the company’s operating agreement,

a member may withdraw only with the consent of all other members

of the company.

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(b) A member shall not receive out of close limited

liability company property any part of his or its contribution

to capital unless:

(i) All liabilities of the company, except

liabilities to members on account of their contributions to

capital, have been paid or there remains property of the company

sufficient to pay them; and

(ii) All members consent to such return of

contributions to capital; and either:

(A) The company is dissolved; or

(B) The articles of organization or operating

agreement of the company otherwise provide for the return of

contributions to capital.

(iii) Repealed By Laws 2008, Ch. 116, § 2.

(iv) Repealed By Laws 2008, Ch. 116, § 2.

organization to the contrary or the consent of all members of

the close 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 close limited liability company may not

have the company dissolved for a failure to return his or its

contribution to capital.

17-25-108. Dissolution.

(a) A close 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

company expires;

(ii) By the unanimous written agreement of all

members; or

(iii) At the time or upon the occurrence of events

specified in the operating agreement.

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(b) As soon as possible following the occurrence of any of

the events specified in subsection (a) of this section causing

the dissolution of a close limited liability company, the

company shall execute a statement of intent to dissolve in the

form prescribed by the secretary of state.

17-25-109. Repealed By Laws 2010, Ch. 94, § 3.

17-25-110. Sharing of profits and losses;

distributions.

(a) A close limited liability company may divide and

allocate the profits and losses of its business among the

members and transferees of the company upon the basis provided

in the operating agreement. If the operating agreement does not

so provide, profits and losses shall be allocated on the basis

of the value of contributions to the company by each member and

transferee to the extent they have been received by the company

and have not been returned.

(b) Distributions by a close limited liability company

before its dissolution and winding up may be made among the

members and transferees of the company upon the basis provided

in the operating agreement. If the operating agreement does not

so provide, distributions shall be made on the basis of the

value of contributions to the company by each member and

transferee to the extent they have been received by the company

and have not been returned.

17-25-111. Transferability of interest.

All interests in a close limited liability company, including

transferable interests, shall only be transferred as provided in

the operating agreement. If the operating agreement does not so

provide, no transfer of a close limited liability company

interest, including a transferable interest, shall be made

without the consent of all members of the company.