LLC Statement-of-Authority and Third-Party Reliance Requirements in Wyoming

At a glance

Requirements one by one

Wyoming provides a general filed authority statement

The governing act is the Wyoming Limited Liability Company Act (§ 17-29-101). Under W.S. § 17-29-302(a), an LLC may deliver a statement to the Secretary of State. It may address everyone holding a company-related position or one specific person and may grant or limit authority to execute an instrument transferring LLC realty, enter other transactions, or otherwise act for or bind the company.

The original states the LLC name and designated office’s street and mailing addresses. Under § 17-29-203, a company-authorized person signs a company record and the named person signs a denial; an agent may sign.

Filing time and fee come from separate rules

Section 17-29-205 requires a purpose caption, accepted medium, delivery, and fees and supplies the filed-copy process. Section 17-16-123 makes the record effective at filing, at a stated later time that day, or on a delayed date and time no more than ninety days later.

The current Secretary of State schedule lists a $60 fee for an LLC amendment, dissolution, or any other filing. That category covers the authority statement, amendment, cancellation, and denial.

Non-realty grants and limitations use different tests

Section 17-29-302(c)-(e) confines the statement to power to bind the LLC to nonmembers. An effective non-realty grant is conclusive for someone who gives value in reliance unless that person has contrary knowledge, the statement was already canceled or restrictively amended, or a later-effective statement limits the grant.

An effective limitation ordinarily is not by itself evidence of anyone’s knowledge or notice, subject to the section’s stated exceptions.

Realty effects depend on recording a certified copy

Under § 17-29-302(f)-(g), a certified copy of a realty grant must be recorded in the office for recording transfers of that property before the special conclusive reliance rule applies. A recorded certified copy of a limitation makes all persons deemed to know it.

A recorded certified cancellation, restrictive amendment, or later-effective limitation can defeat an earlier recorded grant under the subsection’s stated conditions. Secretary-of-State filing and real-property recording perform different jobs.

Denial, dissolution, and five-year cancellation alter the record

An amendment or cancellation repeats the company and designated-office data, identifies the affected statement’s caption and effective date, and gives the change or cancellation declaration. Under § 17-29-303, a person named in a filed grant may deliver a denial identifying the LLC and affected caption; the denial operates as a restrictive amendment.

A statement otherwise cancels five years after the original or latest amendment became effective, without another real-property recording. A dissolution or termination statement changes the earlier statement’s realty effects, while a labeled postdissolution statement may be filed and, where appropriate, recorded.

§ 17-29-201(d) prevents a shortcut: an optional statement in the articles is not effective as a statement of authority. Under § 17-29-301, member status alone creates no agency.

What trips people up

• Secretary-of-State filing is not enough for special realty protection. A certified copy must also enter the real-property records.
• A limitation is not automatically notice in every transaction. The general rule and recorded-realty exception must remain separate.
• Automatic cancellation needs no land-record filing. The five-year rule operates without another recording under the realty subsections.
• The fee schedule uses a catchall. Authority-family records fall under the LLC “Any Other Filing” category.

Common questions

May the statement name a position instead of an individual?

Yes. It may address all persons holding a company-related position or one specific person.

What is the filing fee?

The current LLC any-other-filing fee is $60.

Can a named person reject the filed authority?

Yes. That person may file the denial described in § 17-29-303.

How long does a Wyoming authority statement last?

Generally five years from the statement or latest amendment unless it is canceled earlier.

Statutes and sources

• W.S. §§ 17-29-201, -203, and -205 — articles boundary, signers, filing, accepted medium, and copies.
• W.S. §§ 17-29-301 to -303 — no status agency; contents, grants and limits, reliance, realty recording, amendment, cancellation, dissolution, term, and denial.
• W.S. § 17-16-123 — filing and delayed effectiveness.
• Secretary of State fee schedule — current $60 LLC any-other-filing fee.

All sources were accessed August 30, 2026.