LLC Amendment and Legal-Name-Change Filing Requirements in Wyoming
At a glance
| Governing law and covered public record | Wyoming Revised Uniform Limited Liability Company Act, W.S. ch. 17-29; amend public Articles of Organization through an amendment delivered to Secretary of State, or file a statutory restatement (§§ 17-29-102(a)(i), 17-29-202) |
|---|---|
| Mandatory, permitted, and restatement routes | May amend or restate anytime; must amend for company-name change or false/erroneous articles. A member/manager who knows filed articles were or became inaccurate must act promptly through amendment or correction. Restatement is labeled and states present name, initial filing date, and changes to latest articles (§ 17-29-202) |
| Legal name and availability | Legal-name change requires amendment. Name needs a permitted LLC designator, must match articles purpose, avoid corporation implications, avoid same/deceptively similar Wyoming marks, and be distinguishable under corporate-name rules. Trade name remains separately available (§§ 17-29-108, 17-29-202) |
| Internal approval and private consents | Section 17-29-202 states no amendment-specific vote. Apply articles and operating agreement; by default, member-managed ordinary-course differences use member majority and outside-course acts all members, while managers control manager-managed ordinary matters and all members approve outside-course acts. Classify actual change; signer authority is separate (§§ 17-29-110, -407) |
| Filing contents and attachments | State exact current company name, original articles filing date, and changes to latest articles. Current LLC-Amendment form also requires article number(s), full amended text, signer name/title, contact data, and email. It has no separate delayed-effective field. Attach extra text if needed and confirm delay format with SOS (§ 17-29-202; form) |
| Signer, filing channel, and fee | Company-authorized person signs; an agent may sign, and an individual signer affirms accuracy under penalty of perjury. Current form requires authorized signature and is mailed with $60; it cannot be emailed. Section 17-29-210 fixes $60 for amendment but only a cost-based residual fee for otherwise unpriced filings, so confirm restatement fee/instructions (§§ 17-29-203, -207, -210; form) |
| Effective time, delay, and rejection | Subject to correction and filing rules, amendment/restatement is effective when delivered for filing; accepted filing is effective when received, at a later filing-day time, or on a delayed date/time no later than day 90. Secretary returns a filed copy/receipt; refusal and brief written reason are due within 15 days (§§ 17-29-202, -205; 17-16-123) |
| Correction, change, report, and assumed-name alternatives | Correction fixes information inaccurate when filed or defective signature, cannot be delayed, generally relates back, and current form costs $60. Agent/office change uses separate $5 form with new-agent consent. Annual report covers capital/assets and principal office. Another operating name uses separate notarized $100 trade-name registration (§§ 17-28-102, 17-29-206, -209; SOS forms) |
| Post-filing records, registrations, and status effect | Secretary sends filed copy and receipt. Operating agreement prevails internally over conflicting effective public record; record prevails for outsiders who reasonably rely. Certificate of existence separately depends on fees, annual report, and dissolution status; amendment does not itself update tax, license, bank, contract, title, trademark, trade-name, or foreign registrations (§§ 17-29-112, -205, -208) |
Requirements one by one
Amendment is mandatory for a name change or erroneous articles
W.S. § 17-29-102(a)(i) defines the articles of organization to include the articles as amended or restated. Each accepted change therefore becomes part of the operative public articles.
W.S. § 17-29-202 allows amendment or restatement at any time but requires an amendment when the LLC's name changes or the articles contain a false or erroneous statement. The amendment states the company name, the original articles filing date, and the changes to the articles as most recently amended or restated.
The same section adds a prompt-action duty. A member of a member-managed LLC or manager of a manager-managed LLC who knows filed articles were inaccurate or became inaccurate must cause amendment or, when appropriate, file a statement of correction.
Treat restatement as a separate statutory filing
A Wyoming restatement is designated as such in its heading. It states the present company name, the initial articles filing date, and the changes it makes to the latest articles. Section 17-29-202 does not say that every later change may be hidden inside an unlabeled consolidation.
The current Secretary forms index lists the ordinary LLC amendment form but no separate ordinary LLC restatement form. Section 17-29-210 fixes the amendment fee at $60 and authorizes cost-based fees for services without another fixed fee. Obtain the current restatement format and fee from the Secretary before submitting that route.
Apply name rules and internal authority separately
W.S. § 17-29-108 provides several LLC designator options. The name must remain consistent with the purpose in the articles, cannot imply organization under the corporation acts, cannot be the same as or deceptively similar to a registered Wyoming trademark or service mark, and must meet the incorporated distinguishability rule.
Section 17-29-202 does not prescribe one amendment-specific vote. Under § 17-29-110, the operating agreement governs management and voting rights unless the Act supplies the rule. Section 17-29-407 also lets the articles or operating agreement alter its management defaults. Otherwise, a member majority resolves member-managed ordinary-course differences and all members approve an outside- course act. Managers control manager-managed ordinary matters, with manager majority resolving differences, while all members approve outside-course acts. Classify the actual amendment; an authorized signature does not itself prove the required internal decision.
Complete and mail the current amendment form
The current LLC-Amendment form asks for the exact company name and exact original filing date as they appear in the Secretary's records, the article number or numbers being amended, and the full amended text. It also asks for the authorized signer's name and title plus contact information and an email address for filing evidence and notices.
Under §§ 17-29-203, 17-29-207, and 17-29-210, a company-authorized person or agent may sign, and an individual signer affirms accuracy under penalty of perjury. The current form requires a $60 check or money order, directs the filer to mail the package to the Cheyenne address printed on the form, and says it cannot be accepted by email.
Distinguish filing effectiveness from processing time
Sections 17-29-202 and 17-29-205 make an amendment or restatement effective when delivered for filing, subject to the filing and effective-time rules. Section 17-16-123 makes an accepted document effective when received, at a later time on the filing date stated in the document, or on a delayed effective date and time no later than the 90th day after filing. A delayed date without a time takes effect at close of business.
The form's “up to 15 business days” is a processing estimate, not the legal effective-time rule. The form has no separate delayed-effective-date field, so a company seeking delay should confirm the acceptable record format with the Secretary. If the Secretary refuses filing, § 17-29-205 requires return within 15 days with a brief written explanation.
Keep correction, agent, annual-report, and trade-name routes separate
W.S. § 17-29-206 reserves a statement of correction for information that was inaccurate when filed or a defective signature. The statement identifies the record and filing date, explains and corrects the defect, cannot state a delayed date, and generally relates back except against adversely affected prior reliance. The current correction form costs $60 and, like the amendment form, is mailed and not emailed.
A registered-agent or office change uses W.S. § 17-28-102 and the separate Appointment of New Registered Agent and Office form. It requires the new agent's written consent and currently costs $5. The annual report under § 17-29-209 instead reports Wyoming capital, property, assets, and the principal-office address.
Operating under another name without changing the legal LLC name uses the separate trade-name route permitted by § 17-29-108(b). The current trade-name application costs $100, must be notarized, requires prior use in Wyoming, and requires an entity applicant to be registered and in good standing.
What trips people up
The approval and signature questions are different. The paper form's authorized signature does not establish whether the articles, operating agreement, members, or managers supplied the required authority.
The effective date is also not the day staff finish processing. The statutes tie effectiveness to delivery/receipt for an accepted record, subject to a valid stated time or delayed date, while the form separately estimates processing.
Finally, amendment acceptance does not establish ongoing existence by itself. Section 17-29-208 makes the certificate of existence speak separately to paid fees, the most recent annual report, and administrative dissolution. Save the filed copy and receipt and update internal and outside records separately.
Common questions
Is amendment optional for a Wyoming legal-name change?
No. W.S. § 17-29-202(a)(i) says the articles “shall be amended” when the LLC name changes.
Does the current amendment form allow email submission?
No. The Secretary's form says to mail it with payment and expressly says it cannot be accepted by email.
Can the filing use a future date six months away?
No. W.S. § 17-16-123 caps a delayed effective date at the 90th day after filing.
Is a trade name the same as changing the LLC's legal name?
No. Section 17-29-108 preserves a separate trade-name route. The current trade- name form requires prior Wyoming use, notarization, and a $100 filing fee; the legal-name change remains an articles amendment.
Statutes and sources
- W.S. §§ 17-29-102, 17-29-108, 17-29-110, 17-29-112, 17-29-201 through 17-29-210, 17-29-407; 17-28-102; and 17-16-123 — amendment, restatement, name, approval, signer, delivery, effectiveness, rejection, correction, existence, annual report, fees, and agent change. Official current Title 17 PDF: https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-08-21).
- Wyoming Secretary of State, Forms and Publications — current ordinary-LLC, registered-agent, and trade-name form index: https://sos.wyo.gov/forms/default.aspx (accessed 2026-08-21).
- Wyoming Secretary of State, LLC Amendment to Articles of Organization — current paper form, contents, signer, $60 fee, and mail-only route: https://sos.wyo.gov/Forms/Business/LLC/LLC-Amendment.pdf (accessed 2026-08-21).
- Wyoming Secretary of State, LLC Statement of Correction — current $60 paper correction form: https://sos.wyo.gov/Forms/Business/LLC/LLC-StatementCorrection.pdf (accessed 2026-08-21).
- Wyoming Secretary of State, Appointment of New Registered Agent and Office — current $5 separate agent-change filing: https://sos.wyo.gov/Forms/RA/AppointmentofNewRA.pdf (accessed 2026-08-21).
- Wyoming Secretary of State, Application for Registration of Trade Name — current $100 notarized trade-name route: https://sos.wyo.gov/Forms/Business/TN/TN-RegistrationApplication.pdf (accessed 2026-08-21).
Source links
Every statute quoted above, linked, with the date we checked it.
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