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Wyoming Company Law

Wyoming Limited Liability Company Act – Company Law

The Wyoming Limited Liability Company Act is the primary legislation that regulates registration and operation of limited liability companies in Wyoming. You will find below the key extracts from the Wyoming Limited Liability Company Act along with the full act.

Company Name

The words “limited liability company,” or its abbreviations “LLC” or “L.L.C.,” “limited company,” or its abbreviations “LC” or “L.C.,” “Ltd. liability company,” “Ltd. liability co.” or “limited liability co.” shall be included in the name of every limited liability company formed under the provisions of this act, the limited liability company name may not:

  • Contain a word or phrase which indicates or implies that it is organised for a purpose other than one or more of the purposes contained in its articles of organisation;
  • Be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names

Registered Office and Registered Agent

Each limited liability company shall have and continuously maintain in this state:

  • A registered office as provided in W.S. 17-28-101;
  • A registered agent as provided in W.S. 17-28-101.

Article of Organisation

Articles of organisation shall state:

  • The name of the limited liability company, which must comply with W.S. 17-29-108;
  • The street address of the limited liability company’s initial registered office and the name of its initial registered agent at that office;

The articles of organisation shall be accompanied by a written consent to appointment signed by the registered agent.

Directors

If a limited liability company is to have only one member upon formation, the person becomes a member as determined by that person and the organiser of the company. That person and the organiser may be, but need not be, different persons.

If a limited liability company is to have more than one member upon formation, those persons become members as agreed by them. The organiser acts on behalf of the persons in forming the company and may be, but need not be, one of the persons

Dissolution and Winding-Up

Events causing dissolution.

A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:

  • An event or circumstance that the operating agreement or articles of organisation states causes dissolution
  • The consent of all the members

Company Restoration

If any limited liability company’s registered agent has filed its resignation with the secretary of state and the limited liability company has not replaced its registered agent and registered office it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall mail by certified mail a notice of its failure to comply with aforesaid provisions. Unless compliance is made within sixty (60) days of the delivery of notice, the limited liability company shall be deemed defunct and to have forfeited its articles of organisation acquired under the laws of this state.

Provided, that any defunct limited liability company may at any time within two years after the forfeiture of its articles of organisation or certificate of authority, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars. The reinstatement fee shall not exceed the costs of providing the reinstatement service. The limited liability company shall retain its registered name during the two year reinstatement period under this section.