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Wyoming Operating Agreement: Everything you need to know

Updated: Jan 31

Now that you’ve set up your WY LLC you should consider setting up your operating agreement. An operating agreement is a guidebook for how your company will operate, and it should include a full listing of members and the initial contributions by each member.  As it’s a legally binding document we recommend each member providing notarized signatures.

While drafting an operating agreement is not obligatory in many states, it is deemed an essential document when establishing a limited liability company (LLC). Companies that neglect to execute an operating agreement automatically default to the state's predefined rules. In such instances, these rules are typically broad and may not cater to the unique needs of every business. For instance, without an operating agreement, certain states might dictate that all profits within an LLC must be evenly distributed among partners, irrespective of their individual capital contributions. Additionally, an agreement can provide protection to partners, shielding them from personal liability in cases where their business operations may resemble a sole proprietorship or partnership.

Follow the steps below for how to fill out the Wyoming operating agreement issued by Wyoming state after forming your LLC.

For this example we’re going to use a multi member LLC called Tax Exemption LLC with two members, Smith John and Adam Smith.  The below steps would also be applicable for a single member LLC.

The business name goes at the top of the operating agreement:

Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

You have to mention your starting capital amount/initial contribution in Article II – 2.1. The amount you mention here has to flow from Exhibit 1.

Below is what an Exhibit 1 would look like if both members are starting with a capital investment of $500 each with 50% membership rights each.


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

Please note there is no minimum capital required to be invested into an LLC. Therefore the amount can be zero and you wouldn’t need to list the member names.  See the example below.

Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

Once this Exhibit 1 is signed and finalized, the amount on the 2nd row of this Exhibit 1 has to be added to Article II – 2.1 of this document.


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

You can make any changes to the text in this Wyoming Operating Agreement. This is because your Operating Agreement is an internal document.  You can make any modifications/changes and sign it whenever you’re ready.

Going forward, you can update and make changes to the document (including ownership percentages, adding names to the agreement, and other changes) at any time.

Once you finalize your changes to your Operating Agreement, you need to sign it on page 5 of the 7 page document. Once you sign this agreement, it becomes a legally binding document.


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

In a Multi-Member LLC, the members may elect a Chief Executive Member. The Chief Executive Member has primary responsibility of managing the company operations and carrying out the decisions of members.

If a Chief Executive Member is elected, then the powers listed in Section 4.3 (Powers of Members) shall be held by the Chief Executive Member.

If a Chief Executive Member is elected, then the other members will take no part in the control, management, direction, or operation of the Company’s affairs and will have no power to bind the Company in legal agreements. The Chief Executive Member may seek advice from the members, but need not follow such advice.

It is not mandatory to elect a Chief Executive Member. If a Chief Executive Member is not elected, then the powers listed in Section 4.3 (Powers of Members) shall be held by all the members of the LLC collectively. In this case, leave Exhibit 2 blank. No action required.

If John Smith is elected as the Chief Executive Member for Tax Exemption LLC, below is how Exhibit 2 should be filled out and signed.


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

Next you’ll find the 'The Company Resolution to Open a Bank Account' document.  This needs to be filled after you have opened your US business bank account.

Therefore you can enter the bank account number when you get it on the document and use the date the account was opened.

The account holder should be the business name and the address is the business address.  

Please see the example below:


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

Last comes the LLC Stock Certificate that needs to be filled out as below for each member.


Learn how to fill out a Wyoming Operating Agreement for your LLC. Understand the steps to protect your business and members' interests.

Thanks for reading.  If you require any further assistance you can contact us at support@rjmtaxexemption.com

We also have LLC formation packages available on our website if you wish to create a WY LLC.
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