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Wyoming LLC Operating Agreement Template

Written by:

Natalie is a business writer with experience in operations, HR, and training & development within the software, healthcare, and financial services sectors.

Edited by:

David has been writing and learning about business, finance and globalization for a quarter-century, starting with a small New York consulting firm in the 1990s.

Wyoming LLC Operating Agreement Template

Wyoming LLC Operating Agreement Template

In Wyoming, your limited liability company (LLC) is not required to have an operating agreement in place. But it’s highly recommended, as an effective operating agreement can help avoid disputes and lawsuits that could threaten the stability of your LLC. 

What is an LLC Operating Agreement?

A Wyoming LLC operating agreement is an important legal document that details who owns the business and provides essential information pertaining to member duties. An LLC operating agreement establishes the financial relationship between members and the basics of the working relationships between those members and the managers who oversee daily operations. 

The operating agreement is not filed with the state, but instead remains private. It’s advisable to hire an attorney to ensure your operating agreement is thorough and legally binding.


We’ve provided two operating agreement templates for your use. One is for a single-member LLC if you are the sole member, and the other is for a multi-member LLC if your LLC has two or more members. The documents are customizable and should be adjusted for Wyoming state and your business. These documents are for your internal use and are not filed with any governing body.

Download FREE Operating Agreement Templates

Disclaimer: These documents may need to be adjusted based on your circumstances and may not cover all situations. Your document also may need to be adjusted over time as your business evolves. These documents should not be considered legal advice. You should have your version of the document reviewed by your attorney to make sure that all necessary provisions are included to fit your business situation. 

What Should Your Wyoming LLC’s Operating Agreement Include?

The operating agreement should clearly define:

  1. Name and principal office: Clearly state the name of the LLC and the address of its principal office.
  2. Formation and purpose: Specify the date of formation, the purpose of the LLC, and the duration of its existence (perpetual or for a specified term).
  3. Percentage of each member’s interests in the LLC: Detail the ownership percentages for each member, which may be based on their initial capital contributions or other agreed-upon factors.
  4. Capital contributions: Describe the initial and any subsequent capital contributions made by each member and the process for making additional contributions.
  5. Allocation of profits and losses: Outline how the LLC’s profits and losses will be allocated among members, which is typically in proportion to their ownership interests.
  6. Distributions: Establish the rules for distributing profits to members, including the timing and frequency of distributions.
  7. Member rights and responsibilities: Clearly define each member’s rights and responsibilities within the LLC, such as their authority to bind the company, make decisions, and access company information.
  8. Management structure and roles: Describe the management structure of the LLC, whether it is member-managed or manager-managed, and outline the roles and responsibilities of those in charge.
  9. Voting rights and decision-making: Define the voting rights of each member, which may be based on ownership interests, and establish the rules for decision-making, such as majority, supermajority, or unanimous consent requirements.
  10. Rules for meetings and voting: Set forth the procedures for holding regular and special meetings, including the required notice, quorum, and voting rules.
  11. Recordkeeping: Outline the LLC’s recordkeeping requirements, including the maintenance of financial records, meeting minutes, and a current list of members and their ownership interests.
  12. Buyout, transfer, and withdrawal: Establish the rules for members who wish to sell or transfer their interest, withdraw from the LLC, or in case a member becomes disabled or dies. This may include provisions for buy-sell agreements, right of first refusal, or valuation methods.
  13. Dissolution and winding up: Specify the events that may trigger dissolution of the LLC and the process for winding up its affairs, including the distribution of assets and payment of liabilities.
  14. Amendments: Detail the procedure for amending the Operating Agreement, such as the required approval from members and any restrictions on amendments.
  15. Dispute resolution: Include a dispute resolution clause outlining the preferred method for resolving disputes among members, such as mediation, arbitration, or litigation.
  16. Governing law: State the governing law for the Operating Agreement, which is typically the law of the state in which the LLC is formed (Wyoming, in this case).
  17. Miscellaneous provisions: Include any other provisions that are relevant to the LLC, such as indemnification, non-competition, confidentiality, or severability clauses.
  18. Execution: Have each member sign and date the Operating Agreement to acknowledge their acceptance of its terms.

An LLC operating agreement provides legal and financial recourse for a number of situations. If conflicts arise between LLC owners pertaining to any of the above issues, the operating agreement will provide clarity. The specific language of the operating agreement lays out exactly how such conflicts will be resolved, how the business is structured, the dynamics of operations, and more. 

Though Wyoming has default rules on the books that address some of the issues that might arise between LLC members, your LLC operating agreement would override these default laws and give you greater control.  

It is always advisable to consult with an attorney when drafting an operating agreement to ensure it complies with state law and adequately addresses the unique needs of your LLC.

How Much Does an Operating Agreement Cost? 

Creating an operating agreement is free if you just draw it up yourself. Alternatively, you can pay for guidance from an online business advisory like ZenBusiness.

This is an extremely important document, so it’s recommended that you hire a professional service or law firm. If you choose to use an attorney to help you create this document, the price will be around $500 for a single-member LLC and $2,500 for a multi-member LLC

Who Needs my LLC Operating Agreement?

One of the key reasons to have an operating agreement in place is that it makes your LLC more appealing to financial backers. Banks are likely to request to see your operating agreement when you apply for a loan. If you seek funding from investors, they will also want to see your operating agreement. 


Though not legally required in Wyoming, an operating agreement is a crucial document for LLC operations, ensuring your company is able to access adequate financing and settle any disputes. Keep in mind, you do not need to file your operating agreement with any state body. You simply need to take certain steps to ensure it’s legally binding and keep it in your records.


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