Skip to main content

Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-29-112. Operating agreement;  effect on third parties and relationship to records effective on behalf of limited liability company

Welcome to FindLaw's Cases & Codes, a free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.  An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement.  An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.

(c) If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under W.S. 17-29-110(c) if contained in the operating agreement, the provision is likewise ineffective in the record.

(d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement:

(i) The operating agreement prevails as to members, dissociated members, transferees and managers;  and

(ii) The record prevails as to other persons to the extent they reasonably rely on the record.

Cite this article: FindLaw.com - Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-29-112. Operating agreement;  effect on third parties and relationship to records effective on behalf of limited liability company - last updated December 01, 2021 | https://codes.findlaw.com/wy/title-17-corporations-partnerships-and-associations/wy-st-sect-17-29-112/


FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Copied to clipboard