Wyoming § 17-29-110 Operating agreement; scope, function and
limitations

Wyoming Statutes

§ 17-29-110 — Operating agreement; scope, function and limitations

Wyoming § 17-29-110

Title 17Corporations, Partnerships and Associations

Ch. 29WYOMING LIMITED LIABILITY COMPANY ACT

Art. 1GENERAL PROVISIONS

This text of Wyoming § 17-29-110 (Operating agreement; scope, function and limitations) is published on Counsel Stack Legal Research, covering Wyoming primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wyo. Stat. Ann. § 17-29-110 (2026).

Text

(a)Except as otherwise provided in subsections (b) and

(c)of this section, the operating agreement governs all of the following:

(i)Relations among the members as members and between the members and the limited liability company;

(ii)The rights and duties under this chapter of a person in the capacity of manager;

(iii)The activities of the company and the conduct of those activities;

(iv)The means and conditions for amending the operating agreement;

(v)Management rights and voting rights of members;

(vi)Transferability of membership interests;

(vii)Distributions to members prior to dissolution;

(viii)All other aspects of the management of the limited liability company.

(b)To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of

Free access — add to your briefcase to read the full text and ask questions with AI

(a) Except as otherwise provided in subsections (b) and
(c) of this section, the operating agreement governs all of the
following:
(i) Relations among the members as members and
between the members and the limited liability company;
(ii) The rights and duties under this chapter of a
person in the capacity of manager;
(iii) The activities of the company and the conduct
of those activities;
(iv) The means and conditions for amending the
operating agreement;
(v) Management rights and voting rights of members;
(vi) Transferability of membership interests;
(vii) Distributions to members prior to dissolution;
(viii) All other aspects of the management of the
limited liability company.
(b) To the extent the operating agreement does not
otherwise provide for a matter described in subsection (a) of
this section, this chapter governs the matter.
(c) An operating agreement shall not:
(i) Vary a limited liability company's capacity under
W.S. 17-29-105 to sue and be sued in its own name;
(ii) Vary the law applicable under W.S 17-29-106;
(iii) Vary the power of the court under W.S.
17-29-204;
(iv) Reserved;
(v) Eliminate the contractual obligation of good
faith and fair dealing under W.S. 17-29-409(d);
(vi) Unreasonably restrict the duties and rights
stated in W.S. 17-29-410;
(vii) Vary the power of a court to decree dissolution
in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);
(viii) Vary the requirement to wind up a limited
liability company's business as specified in W.S. 17-29-702(a)
and (b)(i);
(ix) Unreasonably restrict the right of a member to
maintain an action under article 9 of this chapter;
(x) Reserved; or
(xi) Reserved.