§ 17-29-211 — Series of members, managers, transferable interests or assets

Wyoming § 17-29-211

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 2: FORMATION, ARTICLES OF ORGANIZATION AND OTHER

Text

(a) An operating agreement may establish or provide for
the establishment of one (1) or more designated series of
members, managers, transferable interests or assets. This
section shall govern any matter with respect to a series to the
extent not otherwise provided in the operating agreement.
(b) Subject to subsection (c) of this section, if an
operating agreement establishes or provides for the
establishment of a particular series:
(i) The debts, obligations or other liabilities of
the particular series, whether arising in contract, tort or
otherwise, shall be enforceable against the assets of the series
only and not against:
(A) The assets of the limited liability company
generally or any other series thereof;
(B) Any member of the limited liability company.
(ii) The debts, obligations or other liabilities of
the limited liability company generally or any other series
thereof, whether arising in contract, tort or otherwise, shall
not be enforceable against the assets of the particular series.
(c) The limitations on liabilities in subsection (b) of
this section shall only apply if:
(i) The records for the particular series that
account for the assets of the series are separately maintained
from the records that account for the assets of the limited
liability company or any other series thereof. Records that
reasonably identify the assets of a particular series, including
by specific listing, category, type, quantity, computational or
allocational formula or procedure such as a percentage or share
of assets or by any other method where the identity of the
assets is objectively determinable, shall be deemed to account
for the assets of the particular series separately from the
assets of the limited liability company or any other series
thereof;
(ii) The operating agreement specifically provides
for the limitations on liabilities; and
(iii) Notice of the limitations on liabilities of the
particular series is included in the articles of organization.
Notice under this paragraph shall be sufficient whether or not
the limited liability company has established or referenced any
particular series in the notice.
(d) Nothing in this section, an operating agreement or
articles of organization shall restrict:
(i) A series or limited liability company on behalf
of a series from agreeing in the operating agreement or
otherwise that any or all of the debts, obligations or other
liabilities of the limited liability company generally or any
other series thereof shall be enforceable against the assets of
the series;
(ii) A limited liability company from agreeing in the
operating agreement or otherwise that any or all of the debts,
obligations or other liabilities of a series shall be
enforceable against the assets of the limited liability company
generally; or
(iii) Notwithstanding W.S. 17-29-304(a), a member or
manager from agreeing in the operating agreement or otherwise to
be personally liable for any or all of the debts, obligations or
other liabilities of a series.
(e) A series established under this section shall have the
power and capacity to, in its own name, contract, hold title to
assets including real, personal and intangible property, grant
liens and security interests and sue and be sued. A series may:
(i) Have separate rights, powers or duties with
respect to specified property or obligations of the limited
liability company or profits and losses associated with
specified property or obligations;
(ii) Carry on any lawful purpose regardless of
whether for profit, except for the purpose of acting as a
financial institution or acting as an insurer as defined in W.S.
26-1-102(a)(xvi);
(iii) Hold assets directly or indirectly, including
in the name of the series or the name of the limited liability
company.
(f) An operating agreement that establishes or provides
for the establishment of a series may:
(i) Provide for classes or groups of members or
managers of the series having the relative rights, powers and
duties specified in the operating agreement;
(ii) Provide for and specify the future creation of
additional classes or groups of members or managers of the
series having the relative rights, powers and duties as may be
established, including rights, powers and duties senior to
existing classes and groups of members or managers of the
series;
(iii) Provide for the taking of an action, including
the amendment of the operating agreement, without the vote or
approval of any member or manager or class or group of members
or managers of the series;
(iv) Provide that any member or class or group of
members of a series shall have no voting rights;
(v) Grant to all or certain identified members or
managers or class or group of members or managers of the series
the right to vote on any matter separately or with all or any
class or group of members or managers of the series. Voting by
members or managers may be on a per capita, number, financial
interest, class, group or other basis.
(g) The management of a series shall be vested as follows:
(i) In the members of the series pursuant to W.S.
17-29-407(b). A member shall cease to be a member of a series
upon the divestment of all of the member's transferable
interests of the series. The fact that a person ceases to be a
member of a particular series shall not by itself cause the
person to cease to be a member of the limited liability company
or any other series thereof or cause the termination of the
series, regardless of whether the person was the last remaining
member of the series; or
(ii) If the operating agreement provides for the
management of the series in whole or in part by a manager, the
management shall be vested in one (1) or more managers who shall
be chosen as provided in the operating agreement and who shall
hold the offices and have the responsibilities as specified in
the agreement. A manager shall cease to be a manager of a
series as provided in an operating agreement and subject to W.S.
17-29-407(c)(v). The fact that a person ceases to be a manager
of a particular series shall not by itself cause the person to
cease to be a manager of the limited liability company or any
other series thereof.
(h) Notwithstanding W.S. 17-29-404 and subject to
subsections (j) and (m) of this section, if a member of a series
becomes entitled to receive a distribution, the member has the
status of, and is entitled to all remedies available to, a
creditor of the series with respect to the distribution. An
operating agreement may provide for the establishment of a
record date for allocations and distributions associated with a
series.
(j) Notwithstanding W.S. 17-29-405(a), a limited liability
company may make a distribution with respect to a series that
has been established under this section unless the total assets
of the series after the distribution would be less than the sum
of its total liabilities plus the amount that would be needed,
if the series were to be dissolved, wound up and terminated at
the time of the distribution, to satisfy the preferential rights
upon winding up and termination of members whose preferential
rights are superior to those of the persons receiving the
distribution. A member that receives a distribution knowing
that the distribution was made in violation of this subsection
is personally liable to the series for the amount of the
distribution. This subsection shall not affect any obligation
or liability of a member under an agreement or other applicable
law for the amount of a distribution, except that any action
under this subsection shall be subject to W.S. 17-29-406(e).
For purposes of this subsection, "distribution" does not include
amounts constituting reasonable compensation for present or past
services or reasonable payments made in the ordinary course of
business under a bona fide retirement plan or other benefits
program.
(k) Subject to W.S. 17-29-702, a series established under
this section may be terminated and its affairs wound up without
causing the dissolution of the limited liability company. The
termination of the series shall not affect the limitations on
liabilities of the series as provided in subsection (b) of this
section. A series is terminated and its affairs shall be wound
up upon the occurrence of any of the following:
(i) The dissolution of the limited liability company
under W.S. 17-29-702;
(ii) The time or happening of events specified in the
operating agreement;
(iii) The vote or consent of members of the series
who own more than two-thirds (2/3) of the interests in the
profits of the series; or
(iv) On application by a member or manager of the
series, the entry of a court order terminating the series on the
grounds that it is not reasonably practicable to carry on the
purposes of the series in conformity with the operating
agreement.
(m) A person winding up the affairs of a series may, in
the name of the limited liability company and for and on behalf
of the limited liability company and the series, take all
actions with respect to the series as authorized by W.S.