LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Wyoming Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. Wyoming was the FIRST state to enact LLC legislation (1977) and remains one of the most business-friendly jurisdictions. Wyoming permits Series LLCs. Wyoming has NO state income tax (personal or corporate), strong privacy protections, and low filing fees. Annual reports required with the Secretary of State (low cost).]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. (the "Act") by filing Articles of Organization with the Wyoming Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Wyoming [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Wyoming [ZIP]
1.5 Term
Perpetual, unless dissolved per this Agreement or the Act.
1.6 Series LLC
☐ This LLC IS a Series LLC under Wyo. Stat. § 17-29-211.
☐ This LLC is NOT a Series LLC.
[// GUIDANCE: Wyoming permits Series LLCs with internal liability shields between series. Each series can have separate assets, liabilities, and members.]
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
3.1 Initial Members
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
3.2 Privacy
[// GUIDANCE: Wyoming provides strong privacy protections. Member and manager names are not required to be publicly disclosed in most filings, and nominee services are commonly used.]
ARTICLE IV - CAPITAL
4.1 Initial Contributions
Per Exhibit A.
4.2 Capital Accounts
Maintained per IRC § 704(b) regulations.
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
6.1 Voting
- Ordinary matters: Majority vote
- Extraordinary matters: [Unanimous/Two-thirds] vote
6.2 Actions Requiring Approval
(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
8.1 Events
(a) Member consent; (b) Judicial dissolution per Wyo. Stat. § 17-29-701; (c) Act requirements.
8.2 Winding Up
Per Wyo. Stat. § 17-29-702.
8.3 Articles of Dissolution
File with Wyoming Secretary of State.
ARTICLE IX - INDEMNIFICATION
9.1 Limitation of Liability
Per Wyo. Stat. § 17-29-304, Members and Managers are not liable for Company obligations solely by reason of their status.
9.2 Indemnification
Company indemnifies Members/Managers for good faith actions to fullest extent permitted by the Act.
ARTICLE X - TAX MATTERS
10.1 Classification
☐ Partnership/Disregarded ☐ S corp ☐ C corp
10.2 Partnership Representative
[MEMBER NAME]
10.3 Wyoming Taxes
[// GUIDANCE: Wyoming has NO state income tax (personal or corporate). Wyoming also has no franchise tax and no gross receipts tax. Only the annual report fee is required (currently $60 or based on assets in Wyoming).]
ARTICLE XI - MISCELLANEOUS
11.1 Governing Law
State of Wyoming
11.2 Amendments
Written consent of [majority/all] Members.
11.3 Entire Agreement
Supersedes all prior agreements.
EXECUTION
MEMBERS:
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Address | Contribution | Interest |
|---|---|---|---|
| [NAME] | [ADDR] | $[AMT] | [XX]% |
Governed by Wyoming Limited Liability Company Act, Wyo. Stat. §§ 17-29-101 et seq. Wyoming was the first LLC state (1977), has no state income tax, permits Series LLCs, and provides strong privacy protections.