Single-Member LLC Operating Agreement
For one owner who directly manages the LLC. Use it to document authority, contributions, distributions, records, succession and internal procedures.
Download Single-Member PDFFree · OA-01Wyoming LLC · Step 4 of 8 · Check current official instructions
Wyoming LLC Operating Agreement — Step 4 of 8
Wyoming operating agreements set internal ownership and governance terms. The statutory definition includes oral, implied and recorded terms, including combinations, agreed by members and a sole member. Written terms are recommended for clarity. This guide explains statutory limits and offers free templates and a clause checklist.
Written & verified by Ahmad Adil, LLC School · Check current official instructionsQuick Answer
The operating agreement is internal and is not filed with Wyoming. Section 17-29-102 recognizes oral, recorded, implied or combined terms, including a sole-member agreement. Written terms and documented adoption are useful best practice. Under section 17-29-111 the company can be bound without separately assenting, and a person becoming a member is deemed to assent. Section 17-29-110 imposes limits that an agreement cannot override. Customize the national templates for the actual company and Wyoming law.
Step 4 — Fast Facts
- Filed with Wyoming?
- No
- Sole member recognized?
- Yes
- Default management
- Member-managed
- Manager-managed opt-in
- Express wording
- Statutory scope
- §17-29-110
- Management default
- §17-29-407
- Next step
- Get EIN →
Your Wyoming LLC — 8 Steps
Why a Written Operating Agreement Matters
Wyoming's LLC Act defines an operating agreement broadly and gives it substantial authority over the LLC's internal rules. The standard Articles of Organization form the company; the operating agreement handles the internal governance that the public formation filing does not spell out.
- Documents the LLC's internal structure. A written agreement can help show how ownership, authority, decisions and company records are supposed to work; it should not be described as guaranteeing limited-liability protection.
- Can support banking and other business processes. Some banks or counterparties may ask for an operating agreement or other governance documents, but requirements vary by institution.
- Prevents disputes. It locks in ownership splits, profit distribution, and decision rules before disagreements arise.
- Can replace many default rules. If the agreement does not address a matter, the Wyoming LLC Act supplies the rule. Some statutory limits cannot be overridden.
Wyoming Operating Agreement — Visual Guide
What the Agreement Controls — and Where Wyoming Defaults Step In
A visual map of the governance choices that belong in the document.
Wyoming's Default Management Rules
Wyoming is member-managed by default. To become manager-managed, the Articles of Organization or operating agreement must expressly say the company is manager-managed, managed by managers, that management is vested in managers, or use wording of similar meaning.
Default voting matters tooFor Wyoming LLCs formed on or after July 1, 2010, the statute defines a “majority of the members” by default as a per-capita majority unless the operating agreement provides otherwise. For a member-managed LLC, ordinary-course differences can generally be decided by a majority of members, while acts outside the ordinary course and amendments default to unanimous member consent. If that is not how you want your LLC to operate, write the intended rules clearly.
Wyoming Agreement Rules and Defaults
Form and evidence
The statutory definition includes oral, implied and recorded terms, including combinations, agreed by members and a sole member. A signed written document is recommended evidence, rather than a universal signature condition. Keep the adopted terms and amendments with company records.
Default rules and statutory limits
Section 17-29-110 limits customization, including information, good-faith, action, judicial-dissolution and third-party rights. Section 17-29-111 binds the company and deems an incoming member to assent. The statute governs matters not addressed by the agreement.
Customize for your ownership
One member can document authority and succession. Multiple members should settle contributions, management, voting, distributions, transfers and exits. Banks may request governance documents; the agreement does not guarantee liability protection. Start with the free national templates below and customize them.
Wyoming §§17-29-102, 17-29-110 and 17-29-111: official lawFree Operating Agreement Downloads for Your Wyoming LLC
Choose the template that matches your LLC's ownership and management. These are LLC School's national master templates, also available in the core operating agreement guide. Customize the document for your company and Wyoming law before signing.
OA-01 · PDF
Single-Member
For one member who owns and generally controls the LLC.
Download single-member PDFOA-02 · PDF
Multi-Member / Member-Managed
For multiple members who participate directly in company management.
Download member-managed PDFOA-03 · PDF
Manager-Managed
For LLCs whose members delegate management authority to designated managers.
Download manager-managed PDFBefore signing: Fill the applicable blanks, remove clauses that do not fit, confirm ownership and management terms, and review state-specific limitations. Seek professional legal or tax advice for complex arrangements. Read the national template guidance.
Operating Agreement Clause Builder
Toggle the clauses you want to include and the outline builds on the right. The first five are the essentials almost every LLC needs; the rest are smart additions. Build your outline, then use it while customizing one of the free LLC School master templates below or while working with an attorney:
Operating Agreement Clause Builder
Build your outline — 9 clauses
Company DetailsName, formation date, office, agentCore
Members & OwnershipEach member and ownership %Core
Capital ContributionsWhat each member puts inCore
Profits, Losses & DistributionsHow money is split and paid outCore
Management StructureMember-managed vs manager-managedCore
Voting RightsVotes per member; what needs a vote
Transfers & New MembersSelling interest; admitting members
DissolutionHow to wind down & split assets
Single-Member ProtectionReinforces separateness & asset protection
Your outline
This builds a structural outline, not legal text. Use it with a reputable operating-agreement template or have an attorney draft the final document for your situation. Not legal advice.
Download LLC School's Optional Formation ServicesChoose the LLC School template that matches your management structure — no purchase required
Download Template
For a sole member, record ownership, signing authority, company procedures and succession. Maintain separate company finances and records. A bank may request the agreement; the document does not guarantee liability protection.
The statutory definition includes oral, implied and recorded terms, including combinations, agreed by members and a sole member. Document adoption and follow the applicable amendment procedure. Signatures are recommended evidence; retain dated copies internally. Specific agreement conditions or statutory provisions may require additional approvals.
Ahmad Adil's Take: Because Wyoming doesn't require it, a lot of people skip the operating agreement — and that's a quiet mistake, especially for the single-member owners who come to Wyoming for asset protection. The agreement is part of what makes that protection hold up. The good news: you don't need to pay a lawyer for a standard setup. A solid free template covers most LLCs, and Northwest gives one away. Build your outline above, drop it into a good template, sign it, and file it with your records. Fifteen minutes now saves real headaches later.
Free LLC Operating Agreement Templates
Your clause outline is the planning step. Now choose the LLC School master agreement that matches your ownership and management structure, then customize it using the Wyoming-specific guidance on this page.
LLC School Master Template Library · Version 1.0
Download a Free LLC Operating Agreement PDF
Three centralized master templates cover the most common LLC structures. These PDFs are universal documents; this Wyoming page supplies the state-specific governance layer.
Which template should you choose?
1 owner + owner manages → Single-Member
2+ owners + owners manage → Multi-Member / Member-Managed
Management delegated → Manager-Managed
Quick Template Finder
How many owners will the LLC have?
Multi-Member / Member-Managed Agreement
For two or more owners who participate directly in management. Includes voting, ownership schedules, transfers, buyout elections and major-decision rules.
Download Multi-Member PDFFree · OA-02Manager-Managed LLC Operating Agreement
For an LLC where management is expressly vested in one or more designated managers. Separates manager authority from member-reserved powers.
Download Manager-Managed PDFFree · OA-03Wyoming customization: Wyoming defaults to member management unless the Articles or operating agreement expressly provide for manager management. If you choose OA-03, make the manager-managed status unmistakable. Also review voting thresholds, ordinary-vs-extraordinary decisions, transfers, distributions and amendment rules against what the owners actually intend.
These PDFs are general educational starting templates, not individualized legal advice. Complex investors, unusual economics, vesting, preferred rights, fiduciary-duty changes, buy-sell arrangements, professional activities or cross-border ownership may warrant attorney and tax-professional review.
Optional Formation Service
Northwest Formation & Registered Agent Service
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- ✓Check whether a template is included; customize it for your company and state law.
- ✓Optional formation assistance; confirm filing scope, service pricing and government fees before ordering.
- ✓Confirm registered-agent service availability, included periods and renewal charges.
- ✓Review address-use rules and privacy policies; a service does not remove all information from public filings.
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Preparing for business banking?Some financial institutions may ask for an operating agreement or other governance documents when opening or maintaining an LLC account. Requirements differ by bank, so keep your signed agreement with your company records and compare account requirements directly. Compare business banking options →
Official Wyoming Operating-Agreement Law
Wyoming does not publish an operating-agreement form through the Secretary of State. The controlling rules come from the Wyoming Limited Liability Company Act.
- Wyoming LLC Act — §§17-29-102, 110, 111 and 112
- W.S. 17-29-407 — Member-Managed vs. Manager-Managed Rules
- Wyoming Legislature — Current Statutes Portal
Important limitationWyoming gives operating agreements broad contractual flexibility, but §17-29-110(c) lists rules the agreement cannot eliminate or unreasonably restrict. A template should therefore be treated as a starting document, not permission to write around mandatory law.
Frequently Asked Questions
Wyoming Operating Agreement — FAQ
About the Author
Ahmad Adil
Ahmad Adil is the founder and CEO of LLC School. For agreement terms and member responsibilities, consult the state LLC statute and a qualified adviser. See the national operating agreement guide. This is educational information, not legal or tax advice.
About Ahmad Adil → Wyoming LLC Overview →