Protected and Registered Series LLC Formation Requirements in Wyoming

At a glance

Formation and public notice

Wyoming's § 17-29-211(a) permits an operating agreement to establish or provide for designated series of members, managers, transferable interests, or assets. The LLC forms through organizer-signed articles under §§ 17-29-201 and -203. The agreement can set series voting and management terms under § 17-29-211(f)-(g). The series provision does not state a universal separate series filing, vote, or effective-time formula. It charges the LLC $10 per series designated or established under § 17-29-211(o).

The statutory asset limitation requires notice in the parent articles, but the notice need not identify a particular series. An agreement must specifically provide for the limitation as well. These requirements appear in § 17-29-211(c)(ii)-(iii).

Asset records and liability directions

Section 17-29-211(c)(i) requires separate records accounting for each series' assets. It accepts any method that makes asset identity objectively determinable, including a listing, category, quantity, or formula. A series can hold title in its own name or the LLC's name under subsection (e).

When all subsection (c) conditions apply, subsection (b) restricts a series' obligations to that series' assets and keeps parent or other-series obligations from reaching its assets. Subsection (d) preserves agreements making a series, parent, or member/manager liable despite that default allocation. The statute states a conditional rule, not a guaranteed outcome in a particular creditor dispute.

Changes and ending a series

Parent articles may be amended under § 17-29-202. Under § 17-29-211(k), a series may terminate without dissolving the LLC; the listed triggers include parent dissolution, an agreement event, consent of members owning more than two-thirds of series profit interests, and a court order. Subsection (m) assigns winding-up authority and claims handling. The series provision does not prescribe a separate public termination certificate.

Statutes and sources

• Wyo. Stat. § 17-29-201(a)-(b): “One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization. (b) Articles of organization shall state: (i) The name of the limited liability company, which must comply with W.S. 17-29-108; (ii) The street address of the limited liability company's initial registered office and the name of its initial registered agent at that office;” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-201(d)-(e)(i): “Subject to W.S. 17-29-112(c), articles of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in articles of organization is not effective as a statement of authority. (e) The following rules apply: (i) A limited liability company is formed when the articles of organization become effective, unless the articles state a delayed effective date pursuant to W.S. 17-29-205(c);” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-202(a)-(b): “Articles of organization may be amended or restated at any time. Articles of organization shall be amended when: (i) There is a change in the name of the limited liability company; (ii) There is a false or erroneous statement in the articles of organization. (b) To amend its articles of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating: (i) The name of the company; (ii) The date of filing of its articles of organization; and (iii) The changes the amendment makes to the articles as most recently amended or restated.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-203(a)(ii): “A limited liability company's initial articles of organization shall be signed by at least one (1) person acting as an organizer;” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(a): “An operating agreement may establish or provide for the establishment of one (1) or more designated series of members, managers, transferable interests or assets. This section shall govern any matter with respect to a series to the extent not otherwise provided in the operating agreement.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(b): “Subject to subsection (c) of this section, if an operating agreement establishes or provides for the establishment of a particular series: (i) The debts, obligations or other liabilities of the particular series, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the series only and not against: (A) The assets of the limited liability company generally or any other series thereof; (B) Any member of the limited liability company. (ii) The debts, obligations or other liabilities of the limited liability company generally or any other series thereof, whether arising in contract, tort or otherwise, shall not be enforceable against the assets of the particular series.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(c): “The limitations on liabilities in subsection (b) of this section shall only apply if: (i) The records for the particular series that account for the assets of the series are separately maintained from the records that account for the assets of the limited liability company or any other series thereof. Records that reasonably identify the assets of a particular series, including by specific listing, category, type, quantity, computational or allocational formula or procedure such as a percentage or share of assets or by any other method where the identity of the assets is objectively determinable, shall be deemed to account for the assets of the particular series separately from the assets of the limited liability company or any other series thereof; (ii) The operating agreement specifically provides for the limitations on liabilities; and (iii) Notice of the limitations on liabilities of the particular series is included in the articles of organization. Notice under this paragraph shall be sufficient whether or not the limited liability company has established or referenced any particular series in the notice.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(d): “Nothing in this section, an operating agreement or articles of organization shall restrict: (i) A series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of the limited liability company generally or any other series thereof shall be enforceable against the assets of the series; (ii) A limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of a series shall be enforceable against the assets of the limited liability company generally; or (iii) Notwithstanding W.S. 17-29-304(a), a member or manager from agreeing in the operating agreement or otherwise to be personally liable for any or all of the debts, obligations or other liabilities of a series.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(e): “A series established under this section shall have the power and capacity to, in its own name, contract, hold title to assets including real, personal and intangible property, grant liens and security interests and sue and be sued. A series may: (i) Have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (ii) Carry on any lawful purpose regardless of whether for profit, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S. 26-1-102(a)(xvi); (iii) Hold assets directly or indirectly, including in the name of the series or the name of the limited liability company.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(f)-(g): “An operating agreement that establishes or provides for the establishment of a series may: (i) Provide for classes or groups of members or managers of the series having the relative rights, powers and duties specified in the operating agreement; (ii) Provide for and specify the future creation of additional classes or groups of members or managers of the series having the relative rights, powers and duties as may be established, including rights, powers and duties senior to existing classes and groups of members or managers of the series; (iii) Provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers of the series; (iv) Provide that any member or class or group of members of a series shall have no voting rights; (v) Grant to all or certain identified members or managers or class or group of members or managers of the series the right to vote on any matter separately or with all or any class or group of members or managers of the series. Voting by members or managers may be on a per capita, number, financial interest, class, group or other basis. (g) The management of a series shall be vested as follows: (i) In the members of the series pursuant to W.S. 17-29-407(b). A member shall cease to be a member of a series upon the divestment of all of the member's transferable interests of the series. The fact that a person ceases to be a member of a particular series shall not by itself cause the person to cease to be a member of the limited liability company or any other series thereof or cause the termination of the series, regardless of whether the person was the last remaining member of the series; or (ii) If the operating agreement provides for the management of the series in whole or in part by a manager, the management shall be vested in one (1) or more managers who shall be chosen as provided in the operating agreement and who shall hold the offices and have the responsibilities as specified in the agreement. A manager shall cease to be a manager of a series as provided in an operating agreement and subject to W.S. 17-29-407(c)(v). The fact that a person ceases to be a manager of a particular series shall not by itself cause the person to cease to be a manager of the limited liability company or any other series thereof.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(k): “Subject to W.S. 17-29-702, a series established under this section may be terminated and its affairs wound up without causing the dissolution of the limited liability company. The termination of the series shall not affect the limitations on liabilities of the series as provided in subsection (b) of this section. A series is terminated and its affairs shall be wound up upon the occurrence of any of the following: (i) The dissolution of the limited liability company under W.S. 17-29-702; (ii) The time or happening of events specified in the operating agreement; (iii) The vote or consent of members of the series who own more than two-thirds (2/3) of the interests in the profits of the series; or (iv) On application by a member or manager of the series, the entry of a court order terminating the series on the grounds that it is not reasonably practicable to carry on the purposes of the series in conformity with the operating agreement.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(m): “A person winding up the affairs of a series may, in the name of the limited liability company and for and on behalf of the limited liability company and the series, take all actions with respect to the series as authorized by W.S. 17-29-702. The person shall provide for the claims and obligations of the series and distribute the assets of the series as provided in W.S. 17-29-708. Actions taken in accordance with this subsection shall not affect the liability of members and shall not impose liability on a liquidating trustee appointed in accordance with this subsection. Notwithstanding W.S. 17-29-702, the following persons may wind up the affairs of a series: (i) A manager of the series who has not wrongfully terminated the series; (ii) If the series has no manager who qualifies under paragraph (i) of this subsection, the members of the series or a person approved by the members; (iii) The members who own more than fifty (50%) percent of the interests in the profits of the series; (iv) On application of a member or manager of the series or any personal representative or assignee of the member or manager, and upon cause shown, a court or a liquidating trustee appointed by the court.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).
• Wyo. Stat. § 17-29-211(o): “The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies establishing one (1) or more series in the amount of ten dollars ($10.00) per series designated or established under this section.” https://wyoleg.gov/statutes/compress/title17.pdf (accessed 2026-09-27).