Why single-member LLCs need an agreement
- Establishes LLC as separate entity from owner (corporate formalities)
- Preserves Wyoming charging-order protection (Section 17-29-503)
- Banks request during KYC
- Courts rely on it in disputes and creditor actions
- IRS may reference in audits
- Supports asset protection arguments under alter ego doctrine
Typical structure
- Preamble: LLC name, formation date, registered agent
- Article I: Definitions
- Article II: Formation (Wyoming statute reference)
- Article III: Member identification and 100% ownership
- Article IV: Management (member-managed for single-member typical)
- Article V: Capital contributions
- Article VI: Allocations and distributions
- Article VII: Charging order is exclusive remedy (Section 17-29-503)
- Article VIII: Indemnification (maximum under Section 17-29-408)
- Article IX: Dissolution events (requires affirmative member vote)
- Article X: Tax treatment (disregarded entity default)
- Article XI: Foreign-owner provisions (Form 5472)
- Article XII: Miscellaneous (governing law, severability, amendment)
- Signature page
Length and complexity
Typical single-member Wyoming LLC operating agreement is 10 to 15 pages. Multi-member with investor protections can run 30+ pages. WyomingLLC's template is approximately 12 pages, balanced between comprehensiveness and readability.