LLC Member Dissociation, Withdrawal, and Expulsion Requirements in Wyoming

At a glance

Requirements one by one

Express-will withdrawal is not automatically wrongful

Under W.S. § 17-29-601, a member may dissociate at any time, rightfully or wrongfully. Section 17-29-602(a)(i) makes status end when the LLC has notice of express will, or on a later date the member states. The Act sets no universal writing, signature, advance-period, acceptance, or consent condition.

Wyoming's wrongfulness list is unusually narrow. Express operating-agreement breach makes an exit wrongful. Before company termination, judicial expulsion and member-managed bankruptcy are also wrongful. Express-will withdrawal is not listed merely because it occurs before termination, and willful entity dissolution is not listed. Caused damages run to the LLC and, subject to § 17-29-901, the other members, in addition to other obligations.

Agreement and unanimous expulsion routes differ

Section 17-29-110 makes the operating agreement govern internal relations, management, voting, transferability, and distributions, subject to its good-faith, information, court, and winding-up floors. Section 17-29-112 also makes it govern obligations to a dissociated member or transferee.

Under § 17-29-602, an agreement event or agreement-authorized expulsion causes dissociation. All other members may unanimously expel only for the listed circumstances: illegality, an entire transferable-interest transfer subject to security or charging-order exceptions, an uncured entity-status defect after 90 days, or dissolution and winding up of another entity member.

Only the company may seek statutory judicial expulsion

Section 17-29-602(a)(v) names only the LLC as applicant. The grounds are adverse material wrongful conduct; willful or persistent material agreement or § 17-29-409 duty/obligation breach; or conduct making continuation with the person not reasonably practicable.

Management form limits some automatic events

Individual death always causes dissociation. Guardian or general-conservator appointment, an incapacity order, bankruptcy, a creditor assignment, and the listed consensual fiduciary appointments cause exit only in a member-managed LLC. The list has no separate nonconsensual receiver or liquidator appointment with a cure period.

Section 17-29-602 separately covers trust and estate distributions, specified entity termination, merger, conversion, continuance, transfer, domestication, and company termination.

Governance and a dual-role manager office end

Under § 17-29-603, member management and future member-managed fiduciary duties end. Member status alone never creates agency under § 17-29-301. Section 17-29-407(c)(vi) removes a manager who is also the dissociated member, while manager cessation alone does not end member status. Statements of authority under § 17-29-302 remain a separate outsider-reliance issue.

Economics continue without a dissociation buyout

The former member owns the retained transferable interest solely as a transferee and receives its distributions without governance. Under § 17-29-404, dissociation does not itself create a distribution. Sections 17-29-501 to -502 preserve transferee distribution rights rather than creating a purchase, redemption, fair-value payment, or forfeiture.

Section 17-29-410 gives a dissociated member a separate information right: on a ten-day demand in a record, the person may seek membership-period information in good faith under the stated purpose and particularity rules. Transferee status alone carries no such right.

Charging-order foreclosure cannot force an exit

Under § 17-29-503(g), the charging order is the exclusive remedy even when the judgment debtor is the sole member. Foreclosure and other substitute remedies are unavailable, so Wyoming has no creditor-foreclosure dissociation route.

Prior liability survives, and dissolution is separate

Section 17-29-603(b) preserves debts, obligations, and other liability incurred while the person was a member. The complete current title states no dissociation-specific Secretary of State filing; authority statements remain separate.

Under § 17-29-701, dissolution instead follows an agreement or articles event, unanimous consent, 90 consecutive no-member days, or judicial routes. A dissociated member has standing on the listed illegal, fraudulent, oppressive, and directly harmful control grounds, but that is a company-level proceeding, not an automatic exit buyout.

What trips people up

• Voluntary exit is not automatically wrongful before termination. The operating agreement must be checked for an express breach.
• Only the company applies for statutory judicial expulsion. Another member acting alone is not listed as applicant.
• There is no nonconsensual-fiduciary cure event. The automatic insolvency list is narrower than many uniform-act versions.
• Foreclosure is unavailable even for a sole member. A creditor cannot use it to acquire the interest and end status.
• A dual-role manager is removed. The manager office does not survive the person's dissociation.

Common questions

Must express-will notice be written?

Not under the statutory default, although the operating agreement may impose a valid record or delivery requirement.

Is every withdrawal before company termination wrongful?

No. Express-will withdrawal is not independently listed; wrongfulness may still follow from breach of an express operating-agreement provision.

Can another member directly seek judicial expulsion?

No. Section 17-29-602(a)(v) names only the LLC as applicant.

Does dissociation require a buyout?

No. The statute converts retained economics to transferee status and says dissociation itself does not entitle the person to a distribution.

Statutes and sources

• W.S. §§ 17-29-110, -112, -301 to -302, -404, -407, -410, and -501 to -503 — agreement control and floors, agency, dual-role management, distribution, information, transfer economics, and charging orders. Official current title (accessed August 30, 2026).
• W.S. §§ 17-29-601 to -603 and -701 — power, wrongfulness, damages, dissociation events and effects, prior liability, and separate dissolution routes. Official current title (accessed August 30, 2026).