Articles of Organization
In any Wyoming LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the Wyoming Secretary of State, Corporations Division for filing. State law requires that certain information be included in your articles of organization during the process of Wyoming LLC formation. This information must include:
- The company name
- The period of the LLC’s duration (30 years from the date of filing unless the articles specify a different period of duration)
- A statement of the purpose for which the LLC is organized (Wyoming allows a LLC to be organized for any lawful purpose, except for banking or insurance)
- The name and address of its registered agent in the state
- A statement of written consent to appointment that is manually signed by the registered agent
- The total amount of cash and a description and agreed value of property other than cash contributed
- The right, if given, of the members to admit additional members, and the terms and conditions of the admission
- The right, if given, of the remaining members of the LLC to continue the business on the death, retirement, resignation, expulsion, bankruptcy or dissolution of a member or occurrence of any other event which terminates the continued membership of a member in the limited liability company
- If the LLC is to be manager-managed, a statement to that effect that also sets out the names and addresses of those who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify
- If the management of a LLC is reserved to the members, the names and addresses of the members must in the articles of organization
- If the LLC elects status as a flexible LLC (a LLC with fewer than 2 members), the articles must include a statement to that effect
- You are also allowed to include additional provisions (if consistent with law), that the members elect to set out regarding the regulation of the internal affairs of the LLC, including any provisions required or permitted to be set out in the operating agreement
Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by any person. A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Any person may form a LLC. The person need not be a member of the LLC.
- Minimum Number of Organizers: One
- Eligibility: individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates and other associations
Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, which may also be amended and repealed as allowed by the agreement or applicable law.
A LLC must have one or more members. Requirements:
- Minimum Number of Members: Two or more members
- Eligibility Requirements:
- Procedure for Membership: The member may acquire an interest in the LLC either:
- In proportion to their contribution or
- In accordance with the operating agreement of the company
Resignation of Membership
Certain prohibitions exist surrounding the ability of a member to resign from the company.
- A member may not resign from a limited liability company except in accordance with the articles of organization
- A member may not resign until all liabilities have been paid and sufficient property exists to pay them
- A member may not resign unless consent of all members is provided
- A member may not resign except in accordance with the operating agreement of the LLC. If the operating agreement is silent, a member must give 6 months notice
- A member may not resign except upon dissolution of the LLC
A member of a limited liability company may have the limited liability company dissolved and its affairs wound up when: (a) The member rightfully but unsuccessfully has demanded the return of his or its contribution or (b) The other liabilities of the limited liability company have not been paid, or the limited liability company property is insufficient for their payment and the member would otherwise be entitled to the return of his or its contribution.
The contributions of a member to the LLC may be in cash or other property, cancellation of promissory notes or services rendered or to be rendered.