§ 17-29-102 — Definitions

Wyoming § 17-29-102

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 1: GENERAL PROVISIONS

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(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.