Wyoming LLC governance: the equal-split defaults, and the floor Wyoming quietly deleted

Wyoming adopted the uniform LLC act and then cut the fiduciary protections out of it. The subsection where the prohibition on eliminating the duties of loyalty and care is supposed to sit now reads “Reserved.” Wyoming has the reputation of the careful uniform-act state and, on this question, the rules of Delaware.

That matters because the rest of Wyoming’s governance law is exactly as advertised. Put $200,000 into a Wyoming LLC. Take on a partner who puts in $5,000. Skip the operating agreement because the two of you trust each other. Wyoming gives you each the same distributions and a veto over every major decision, and it will enforce that from a handshake.

Wyoming fills your silences with equal splits and unanimous vetoes, and it will enforce them from an oral agreement.

Wyoming’s current statute is the 2010 Wyoming Limited Liability Company Act, built on the Revised Uniform LLC Act. That lineage tells you what the defaults look like. It does not tell you what the limits are, because Wyoming edited the limits.

What the statute decides when you say nothing

Distributions split equally, no matter who funded the company

W.S. 17-29-404 sets the default that surprises people most. Before dissolution, distributions are shared in equal shares among the members, regardless of how much capital each one put in.

Wyoming’s default splits distributions equally among members, no matter who put in the money.

Return to the two-member company above. Without an agreement, the member who contributed $5,000 collects half of every distribution, the same as the member who contributed $200,000. There is no default that ties money out to money in. The single sentence that fixes it, distributions in proportion to capital or ownership, is the cheapest and most important line in a multi-member Wyoming operating agreement, and no statute supplies it for you.

There is a second route by which that default can shift without anyone drafting anything. Under 17-29-404, what the company represented in its filings with the Internal Revenue Service can displace the statutory split if no member timely disputes it. An unreviewed K-1 is not a neutral document in Wyoming.

Your voting default depends on when the company was formed

This is the part almost nobody publishes correctly. Wyoming does not have one voting default. It has two, and the dividing line is July 1, 2010.

A Wyoming LLC formed before July 2010 votes by capital. One formed after votes by head. Same statute, same page of the code.

W.S. 17-29-102(a)(xxv) defines “majority of the members” two ways. For a company formed on or after July 1, 2010, it means a per capita majority: one member, one vote. For a company formed before that date, it means more than fifty percent of the membership interests measured by each member’s proportionate contribution to capital, adjusted over time for further contributions and withdrawals, unless the company amends its articles of organization to provide otherwise.

That definition is not sitting off in a glossary. W.S. 17-29-407(b)(ii) gives each member equal rights in management except where a member’s interest is otherwise defined in 17-29-102(a)(xxv), and 17-29-407(b)(iii) decides ordinary-course disagreements by “a majority of the members,” which is the defined phrase. Both routes lead to the same place.

So the $5,000 member gets an equal vote in a company formed in 2015 and something close to a rounding error in one formed in 2008. Wyoming is where a great many people formed asset-protection entities long before 2010, and those companies are still running on the older rule. If you are looking at a Wyoming LLC you did not form yourself, the formation date is not a piece of trivia. It is the answer to who controls the company.

Before you rely on any published statement of Wyoming’s voting default, check the formation date on the certificate.

Two things do not vary by date. An act outside the ordinary course of business requires the consent of every member under 17-29-407(b)(iv), and the operating agreement may be amended only with the consent of all members under 17-29-407(b)(v). In a two-member company that is a mutual veto in both directions.

The duties members owe, and the information they can demand

W.S. 17-29-409 sets the standards of conduct: a duty of loyalty, a duty of care, and an obligation of good faith and fair dealing. W.S. 17-29-410 gives members, and to a narrower degree managers and dissociated members, the right to the company’s information and records.

A member’s right to the books is part of the Wyoming floor; a creditor holding a charging order gets almost none of it.

That last contrast matters for asset protection. A member can demand the books. A transferee or a creditor who has charged the interest cannot reach into the company’s records the way a member can, which is part of why the charging order is such an unrewarding place for a creditor to sit.

Leaving is easy to do and expensive to profit from

Under the dissociation rules at W.S. 17-29-601 through 603, a member can walk away, but walking away does not cash them out. A member who dissociates keeps an economic interest and loses the vote and the right to information.

A member who walks out of a Wyoming LLC keeps the right to distributions and loses the vote and the books.

There is no default right to demand a buyout on the way out. If you want an exit that pays, the operating agreement has to build it. Otherwise a departing member becomes a bystander who still shares in profits but has no say and no window into the company.

How far you can contract around it

The floor Wyoming deleted

W.S. 17-29-110(c) is Wyoming’s list of things an operating agreement cannot do. In the uniform act that list contains the provision that stops an agreement from eliminating the duties of loyalty and care outright. In Wyoming’s version, that item is subsection (iv), and subsection (iv) reads, in its entirety, “Reserved.” Two further items on the list, (x) and (xi), read the same way.

Wyoming took the uniform act’s limits on waiving fiduciary duty and cut them out, leaving the numbering where they used to be.

What survives is 17-29-110(c)(v), which bars an agreement from eliminating the contractual obligation of good faith and fair dealing under 17-29-409(d). That is the floor. It is the whole floor.

Delaware’s rule is 6 Del. C. 18-1101(c): duties including fiduciary duties may be expanded, restricted, or eliminated by the agreement, provided the agreement may not eliminate the implied contractual covenant of good faith and fair dealing. Read the two side by side and they end in the same place. On how far a Wyoming operating agreement can strip the duties a manager owes you, Wyoming is not the cautious uniform-act state. It is Delaware with different section numbers.

On fiduciary waiver, Wyoming and Delaware stop at exactly the same line, and everything above that line is negotiable in both.

This is worth being precise about, because the opposite is widely repeated and it is the sort of thing a passive investor relies on. If you are the money in someone else’s Wyoming deal and you were told the state’s uniform-act lineage protects you, the lineage does not reach this. The protection has to come from the agreement you sign.

Where Wyoming really is tougher than Delaware

There is a genuine Wyoming advantage, and it is one province over from where people look for it. W.S. 17-29-110(c)(vi) bars an operating agreement from unreasonably restricting the duties and rights stated in 17-29-410, the information section. Wyoming will not let your agreement cut off your access to the company’s records.

Wyoming protects your right to see the books in a way Delaware does not protect it at all.

Delaware’s 6 Del. C. 18-305(g) runs the other way: a member’s or manager’s rights to obtain information may be restricted in an original limited liability company agreement or in any later amendment approved by all members. Delaware permits the restriction. Wyoming forbids the unreasonable version of it.

So the accurate comparison is narrow and useful. Wyoming and Delaware both let an agreement take away what a manager owes you. Only Wyoming refuses to let an agreement take away your ability to find out what the manager did.

Oral agreements count, which is how the defaults die in a swearing contest

Wyoming enforces oral and implied operating agreements, which is exactly how the equal-split defaults get displaced by two people’s memories.

Wyoming recognizes operating agreements that are written, oral, or implied from how the members actually behaved. That sounds like flexibility, and it is a trap. The way you displace the equal-distribution and equal-vote defaults is with an agreement, and if that agreement is oral, then the thing standing between you and the statute is testimony. The site’s rule is the same everywhere and sharper here: write it down.

The bottom line

Wyoming’s distribution default splits money equally among members regardless of contribution, under W.S. 17-29-404, and an undisputed IRS filing can move that split without anyone amending anything.

Wyoming has two voting defaults, not one: per capita for companies formed on or after July 1, 2010, and by proportionate capital contribution for companies formed before that date, under W.S. 17-29-102(a)(xxv) and 17-29-407.

Acts outside the ordinary course and amendments to the operating agreement both require every member, whatever the formation date.

On waiving fiduciary duties, Wyoming stops where Delaware stops, at the obligation of good faith and fair dealing, because W.S. 17-29-110(c)(iv) was removed and reads “Reserved.”

Wyoming does keep one floor Delaware lacks: an operating agreement may not unreasonably restrict a member’s information rights under W.S. 17-29-410.

Wyoming enforces oral and implied agreements, so the writing that displaces the defaults has to actually exist on paper to be worth relying on.

What this page does not cover

This page is about what Wyoming’s law lets your operating agreement do. How creditors reach you, including charging orders, veil piercing, and asset protection trusts, is on the protection page. Where the entity lives, the series and DAO variants, privacy, and the cost of moving property are on the structure and cost page. Fees, forms, and deadlines are on the filing page. The doctrine behind default rules generally is on the default rules guide, and the state families are on the freedom of contract guide.

Last verified July 2026.