LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Wyoming

At a glance

Requirements one by one

The articles or agreement select manager management

Under Wyo. Stat. § 17-29-407(a), an LLC is member-managed unless its articles or operating agreement says it is manager-managed, managed by managers, vested in managers, or uses similar words. § 17-29-110 makes the agreement the primary source for manager rights, duties, and company management, with Chapter 29 supplying defaults and mandatory limits.

The majority measure depends on formation date

Section 17-29-407(c)(v) lets a majority of the members choose a manager at any time and remove the manager at any time without notice or cause. But § 17-29-102(a)(xxv) defines that majority differently by company age:

• For an LLC formed on or after July 1, 2010, it is a per-capita majority.
• For an older LLC, it is more than 50% of membership interests measured by adjusted capital contributions, unless the agreement or amended articles provide otherwise.

The action may occur without a meeting. A proxy or agent appointment must be in a signed appointing record. The Act states no separate acceptance, public- filing, or effective-time step for removal.

Nonmembers and entities may serve and hold over

Section 17-29-407 says a manager need not be a member and expressly contemplates a manager that is not an individual. One manager decides alone; multiple managers have equal management rights and a majority resolves ordinary company matters.

The incumbent remains manager until a successor is chosen unless the manager earlier resigns, is removed, or dies, or a nonindividual manager terminates. The Act states no age, residency, licensing, number cap, or fixed term.

Resignation is recognized but not proceduralized

Section 17-29-407 recognizes resignation as an event ending the holdover but states no general manager-resignation form, signature, delivery recipient, advance-notice period, acceptance condition, filing, future date or event, or advance-successor procedure. The articles, operating agreement, and other applicable agreements supply those mechanics.

The applicable member majority may choose a successor at any time. The Act states no separate manager-vacancy rule for incapacity or disqualification and gives no ordinary vacancy-filling power to a remaining manager.

Member dissociation and public filings are separate

Section 17-29-407(c)(vi) answers both internal-status directions. A member's dissociation removes that person as manager. Manager cessation does not by itself dissociate membership. § 17-29-602 and § 17-29-603 separately govern member-dissociation events and consequences.

The mandatory articles fields in § 17-29-201 and annual report in § 17-29-209 do not identify managers. Wyoming therefore has no general manager- change filing.

An optional statement of authority under § 17-29-302 may state or limit a position's or person's power to bind the LLC. It affects outsiders, not the internal act that appoints or removes a manager.

Ending office does not erase prior obligations

Section 17-29-407(c)(vii) says ceasing to be manager does not discharge a debt, obligation, or liability to the company or members incurred while manager. Separately, § 17-29-304 protects a manager from company obligations solely because the person acts as manager.

§ 17-29-406, § 17-29-408, and § 17-29-409 govern improper distributions, reimbursement, indemnification, insurance, and manager duties. Employment and service contracts, compensation, member judicial expulsion, dissolution, and winding up remain distinct questions that ending manager office does not decide.

What trips people up

• “Majority” is not always headcount. The July 1, 2010 formation line separates the adjusted-capital and per-capita defaults.
• The articles can change the manager defaults. Wyoming does not leave all internal variation solely to the operating agreement.
• Removal needs neither notice nor cause by default. Governing documents and separate contracts can still add process or consequences.
• The annual report does not list managers. Authority filings are optional outsider records, not internal appointments.

Common questions

May a Wyoming LLC manager be a nonmember entity?

Yes under the statutory default. Section 17-29-407 permits a nonmember manager and expressly addresses a manager that is not an individual.

May members remove a manager without notice or cause?

Yes under the default, using the applicable formation-date majority. The articles or operating agreement may change the process.

Does Wyoming prescribe a manager resignation form?

No general form, delivery recipient, notice period, acceptance rule, or filing appears in current Chapter 29. The governing documents should supply the procedure.

Must a manager change be filed publicly?

Not generally. The mandatory articles and annual-report fields omit managers; an authority statement may need a separate update if the LLC chose to file one.

Statutes and sources

• Wyo. Stat. §§ 17-29-101-.102, -110, -112, and -407 — Act, manager and member definitions, formation-date majority definition, agreement control, management form, appointment, removal, holdover, resignation, eligibility, dissociation, continuing liability, no-meeting action, and proxy. Official current Title 17 (accessed August 30, 2026).
• Wyo. Stat. §§ 17-29-201, -209, and -302 — manager-free articles and annual report plus optional authority statements. Official current Title 17 (accessed August 30, 2026).
• Wyo. Stat. §§ 17-29-304, -406, -408 to -409, and -602 to -603 — status- only liability, improper distributions, indemnification, duties, and member dissociation. Official current Title 17 (accessed August 30, 2026).