2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 29 - Wyoming Limited Liability Company Act
Article 1 - General Provisions
Section 17-29-102 - Definitions.
(a) As used in this chapter:
(i) "Articles of organization" means the articles required by W.S. 17-29-201(b). The term includes the articles as amended or restated;
(ii) "Contribution" means any benefit provided by a person to a limited liability company:
(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;
(B) In order to become a member after formation of the company and in accordance with an agreement between the person and the company; or
(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.
(iii) "Debtor in bankruptcy" means a person that is the subject of:
(A) An order for relief under Title 11 of the United States Code or a successor statute of general application; or
(B) A comparable order under federal, state or foreign law governing insolvency.
(iv) "Designated office" means:
(A) The office of a registered agent that a limited liability company is required to designate and maintain under W.S. 17-28-101; or
(B) The principal office of a foreign limited liability company.
(v) "Distribution", except as otherwise provided in W.S. 17-29-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest;
(vi) "Effective" with respect to a record required or permitted to be delivered to the secretary of state for filing under this article, means effective under W.S. 17-29-205(c);
(vii) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter;
(viii) "Limited liability company", except in the phrase "foreign limited liability company", means an entity formed under this chapter;
(ix) "Low profit limited liability company" means a limited liability company that has set forth in its articles of organization a business purpose that satisfies, and which limited liability company is at all times operated to satisfy, each of the following requirements:
(A) The entity significantly furthers the accomplishment of one (1) or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes;
(B) No significant purpose of the entity is the production of income or the appreciation of property provided, however, that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and
(C) No purpose of the entity is to accomplish one (1) or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code.
(x) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in W.S. 17-29-407(c);
(xi) "Manager-managed limited liability company" means a limited liability company that qualifies under W.S. 17-29-407(a);
(xii) "Member" means a person that has become a member of a limited liability company under W.S. 17-29-401 and has not dissociated under W.S. 17-29-602;
(xiii) "Member-managed limited liability company" means a limited liability company that is not a manager-managed limited liability company;
(xiv) "Operating agreement" means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in W.S. 17-29-110(a). The term includes the agreement as amended or restated;
(xv) "Organizer" means a person that acts under W.S. 17-29-201 to form a limited liability company;
(xvi) "Person" means as defined by W.S. 8-1-102(a)(vi);
(xvii) "Principal office" means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state;
(xviii) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
(xix) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature;
(xx) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States;
(xxi) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift or transfer by operation of law;
(xxii) "Transferable interest" means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right;
(xxiii) "Transferee" means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member;
(xxiv) "Financial institution" means a bank, savings and loan association or state chartered credit union;
(xxv) "Majority of the members," unless the operating agreement provides otherwise, means:
(A) For a limited liability company formed before July 1, 2010, more than fifty percent (50%) of its membership interests based on each member s proportionate contribution to the capital of the limited liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members, unless the limited liability company amends its articles of organization to provide otherwise;
(B) For a limited liability company formed on or after July 1, 2010, a per capita majority of the members.