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 · Verified August 2026
Wyoming LLC Operating Agreement — Step 4 of 8
Wyoming's LLC Act gives the operating agreement broad control over internal governance—including management, voting, transfers, distributions and amendment rules. Wyoming also recognizes an agreement involving a sole member. A written agreement is usually the clearest way to document the rules you actually intend to follow.
Written & verified by Enjoys-life Team, Enjoys-life · Updated August 2026Quick Answer
Wyoming law does not require the operating agreement to be filed with the Secretary of State. But the agreement can govern member/company relations, manager duties, company activities, amendments, voting, transfers and distributions. If your LLC does not provide otherwise, Wyoming is member-managed by default; manager management must be expressly stated in the Articles or operating agreement.
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.
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 Enjoys-life 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 Enjoys-life's Free Operating Agreement TemplatesChoose the Enjoys-life template that matches your management structure — no purchase required
Download Template
Single-member owners: don't skip thisIt's tempting to think a one-owner LLC doesn't need an operating agreement — but it's arguably more important for you. The agreement documents that you treat the LLC as separate from yourself, which is exactly what reinforces Wyoming's strong charging-order protection if anyone ever challenges your liability shield.
Sign it and keep it safeAn operating agreement only works once it's signed by all members. Store it with your LLC records, give each member a copy, and update it whenever ownership, management, or contributions change. It isn't filed with Wyoming — but your bank, partners, and a court may all ask to see it.
Enjoys-life Team'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 Enjoys-life master agreement that matches your ownership and management structure, then customize it using the Wyoming-specific guidance on this page.
Enjoys-life 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.
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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
Does Wyoming require an LLC operating agreement?
Wyoming's LLC Act does not require you to file an operating agreement with the Secretary of State. A written agreement is nevertheless useful because it can document ownership, management, voting, transfers, distributions and amendment rules instead of leaving those issues only to statutory defaults.
Do I file my operating agreement with Wyoming?
No. The operating agreement is generally an internal governance document rather than a filing submitted to the Wyoming Secretary of State. Keep the signed version with the LLC's records.
Does a single-member Wyoming LLC need an operating agreement?
Wyoming's statutory definition expressly recognizes an operating agreement involving a sole member. A written single-member agreement can document authority, contributions, distributions, records and succession, but it should not be described as guaranteeing asset protection or a particular court outcome.
What should a Wyoming operating agreement include?
Common topics include company details, members and ownership interests, capital contributions, distributions, management structure, voting rules, transfers, amendment procedures and dissolution planning. Wyoming §17-29-110 specifically recognizes management/voting, transfers and distributions as operating-agreement subjects. Many owners also add voting rights, transfer/new-member rules, dissolution terms, and a single-member protection clause — all in the builder above.
Can I write my own operating agreement?
Yes. For a standard LLC, start with the free Enjoys-life template that matches your structure: single-member, multi-member/member-managed, or manager-managed. Customize it for your business and have the appropriate members sign it. For complex ownership or investment arrangements, it's worth having an attorney review or draft it.
Is a Wyoming operating agreement legally binding?
Yes. Once signed by the members, it's a binding contract that governs how your LLC operates and is generally enforced by courts. That's exactly why it's worth getting the terms right and keeping a signed copy with your records.
What happens if I don't have one?
Your LLC falls back on Wyoming's default statutory rules, which may not reflect your intentions — for example, on profit splits or what happens when a member leaves. You may also struggle to open a bank account and weaken the evidence that your LLC is separate from you.
About the Author
Enjoys-life Team
Enjoys-life Team is the founder and CEO of Enjoys-life. This Wyoming Operating Agreement guide was re-verified in August 2026 against the Wyoming Limited Liability Company Act, including the statutory definition of an operating agreement, §17-29-110 scope and limitations, §§17-29-111 and 112 effect rules, and §17-29-407 member-managed / manager-managed defaults.
About Enjoys-life Team → Wyoming LLC Overview →