Chapter 25 - Close Limited Liability Company Supplement
CHAPTER 25 - CLOSE LIMITED LIABILITY COMPANY SUPPLEMENT
17-25-101. Short title.
This chapter shall be known and may becited as the "Wyoming Close Limited Liability Company Supplement."
17-25-102. Application of Wyoming Limited Liability Company Act.
(a) The Wyoming Limited Liability Company Act applies to closelimited liability companies to the extent not inconsistent with the provisionsof this chapter and the powers provided the secretary of state by W.S.17-29-1102 shall apply to this supplement.
(b) This chapter does not repeal or modify any statute or ruleof law that is or would apply to a limited liability company that is organizedunder the Wyoming Limited Liability Company Act that does not elect to become aclose limited liability company.
17-25-103. Definition and election of close limited liability companystatus.
(a) A close limited liability company is a limited liabilitycompany whose articles of organization contain a statement that the company isa close limited liability company.
(b) A limited liability company formed under W.S. 17-29-101through 17-29-1102 may convert to a close limited liability company by amendingits articles of organization to include the statement required by subsection(a) of this section.
(c) A statement in substantially the following form shallappear conspicuously in the operating agreement and on any certificates ofownership in a close limited liability company:
NOTICE OF RESTRICTIONS ON TRANSFERS AND WITHDRAWALS
The rights of members in a close limitedliability company may differ materially from the rights of members in other limitedliability companies. The Close Limited Liability Company Supplement, articlesof organization, and operating agreement of a close limited liability companymay restrict transfer of ownership interests, withdrawal or resignation fromthe company, return of capital contributions and dissolution of the company.
17-25-104. Formation.
Any person may form a close limitedliability company which shall have one (1) or more members by signing anddelivering one (1) original and one (1) exact or conformed copy of the articlesof organization to the secretary of state for filing. The person forming theclose limited liability company need not be a member of the company.
17-25-105. Articles of organization.
The articles of organization of a closelimited liability company shall include a statement that the company is a closelimited liability company and shall set forth the matters required by W.S.17-29-201.
17-25-106. Management.
Management of a close limited liabilitycompany shall be vested in its members which, unless otherwise provided in theoperating agreement, shall be in proportion to the division of profits andlosses among members. If provision is made for it in the articles oforganization, management of the company may be vested in a manager or managerswho shall be appointed in the articles of organization or operating agreementor elected by the members in the manner prescribed by the operating agreementof the company. The manager or managers, or persons appointed by the manageror managers, shall also hold the offices and have the responsibilities accordedto them by the members and set out in the operating agreement of the company.
17-25-107. Withdrawal of members and return of members' contributionsto capital.
(a) A member may only withdraw from a close limited liabilitycompany upon the terms and conditions set forth in the operating agreement. Ifno terms and conditions for withdrawal of a member are set forth in thecompany's operating agreement, a member may withdraw only with the consent ofall other members of the company.
(b) A member shall not receive out of close limited liabilitycompany property any part of his or its contribution to capital unless:
(i) All liabilities of the company, except liabilities tomembers on account of their contributions to capital, have been paid or thereremains property of the company sufficient to pay them; and
(ii) All members consent to such return of contributions tocapital; and either:
(A) The company is dissolved; or
(B) The articles of organization or operating agreement of thecompany otherwise provide for the return of contributions to capital.
(iii) Repealed By Laws 2008, Ch. 116, 2.
(iv) Repealed By Laws 2008, Ch. 116, 2.
(c) In the absence of a statement in the articles oforganization to the contrary or the consent of all members of the close limitedliability company, a member, irrespective of the nature of his or itscontribution, has only the right to demand and receive cash in return for hisor its contribution to capital.
(d) A member of a close limited liability company may not havethe company dissolved for a failure to return his or its contribution tocapital.
17-25-108. Dissolution.
(a) A close limited liability company organized under thischapter shall be dissolved upon the occurrence of any of the following events:
(i) When the period fixed for the duration of the companyexpires;
(ii) By the unanimous written agreement of all members; or
(iii) At the time or upon the occurrence of events specified inthe operating agreement.
(b) As soon as possible following the occurrence of any of theevents specified in subsection (a) of this section causing the dissolution of aclose limited liability company, the company shall execute a statement of intentto dissolve in the form prescribed by the secretary of state.
17-25-109. Repealed By Laws 2010, Ch. 94, 3.
17-25-110. Sharing of profits and losses; distributions.
(a) A close limited liability company may divide and allocatethe profits and losses of its business among the members and transferees of thecompany upon the basis provided in the operating agreement. If the operatingagreement does not so provide, profits and losses shall be allocated on thebasis of the value of contributions to the company by each member andtransferee to the extent they have been received by the company and have notbeen returned.
(b) Distributions by a close limited liability company beforeits dissolution and winding up may be made among the members and transferees ofthe company upon the basis provided in the operating agreement. If theoperating agreement does not so provide, distributions shall be made on thebasis of the value of contributions to the company by each member andtransferee to the extent they have been received by the company and have notbeen returned.
17-25-111. Transferability of interest.
All interests in a close limited liabilitycompany, including transferable interests, shall only be transferred asprovided in the operating agreement. If the operating agreement does not soprovide, no transfer of a close limited liability company interest, including atransferable interest, shall be made without the consent of all members of thecompany.