SF0100 • 2017

Limited liability companies.

AN ACT relating to limited liability companies; amending provisions related to the management of limited liability companies; repealing requirement distributions be made in money upon dissolution; making conforming amendments; and providing for an effective date.

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor: Senator Scott
Last action: 2017-03-03
Official status: enrolled
Effective date: 7/1/2017

Plain English Breakdown

The plain English breakdown is still being put together. The official documents below are already here.

Amendments

These notes stay tied to the official amendment files and metadata from the legislature.

SF0100SS001

Standing Committee • SJudiciary

Adopted

Plain English: Adopted Standing Committee by SJudiciary

This amendment summary is using official source text because generated interpretation was skipped for this run.
The official amendment text was available, but an easy plain-English summary could not be produced automatically during the last sync.

Bill History

2017-03-03 Governor
Governor Signed SEA No. 0021
2017-03-03 LSO
Assigned Chapter Number
2017-02-22 House
H Speaker Signed SEA No. 0021
2017-02-21 Senate
S President Signed SEA No. 0021
2017-02-16 LSO
Assigned Number SEA No. 0021
2017-02-16 House
H 3rd Reading:Passed 55-0-5-0-0
2017-02-15 House
H 2nd Reading:Passed
2017-02-14 House
H COW:Passed
2017-02-10 House
H Placed on General File
2017-02-10 House
H09 - Minerals:Recommend Do Pass 7-2-0-0-0
2017-02-07 House
H Introduced and Referred to H09 - Minerals
2017-01-27 House
H Received for Introduction
2017-01-25 Senate
S 3rd Reading:Passed 29-1-0-0-0
2017-01-24 Senate
S 2nd Reading:Passed
2017-01-23 Senate
S COW:Passed
2017-01-23 Senate
S Placed on General File
2017-01-23 Senate
S01 - Judiciary:Recommend Amend and Do Pass 5-0-0-0-0
2017-01-19 Senate
S Introduced and Referred to S01 - Judiciary
2017-01-19 Senate
S Received for Introduction
2017-01-18 LSO
Bill Number Assigned

Official Summary Text

Bill Summary

Bill No.:
SF0100
Effective
:
7/1/2017

LSO No.:
17LSO-0334

Enrolled Act No.:
SEA No. 0021

Chapter No.:
[Chapter Number_RO]

Prime Sponsor:
Scott

Catch Title:
Limited liability companies.

Subject:
Limited liability companies-management and dissolutions.

Summary/Major Elements:

The Wyoming Limited Liability Company Act currently provides that certain management decisions related to a limited liability company (LLC) may be made by a majority of the members of the LLC.
This
act d
efines "majority of the members
,"

unless the
LLC's
operating agreement provides otherwise,
as
:
For a LLC formed before July 1, 2010, more than 50% of its membership interests based on each member's proportionate contribution to the capital of the LLC, as adjusted from time to time;
For a LLC formed on or after July 1, 2010, a per capita majority of the members.

This act also repeals the requirement that distributions of assets in winding up a LLC's activities be made in money.

The above summary is not an official publication of the Wyoming Legislature and is not an official statement of legislative intent. While the Legislative Service Office endeavored to provide accurate information in this summary, it should not be relied upon as a comprehensive abstract of the bill
.

Current Bill Text

Read the full stored bill text

ORIGINAL
Senate
File No
.
SF0100

ENROLLED ACT NO. 21,

SENATE

SIXTY-FOURTH LEGISLATURE OF THE STATE OF WYOMING
2017 General Session

AN ACT relating to limited liability companies; amending provisions related to the management of limited liability companies; repealing requirement distributions be made in money upon dissolution; making conforming amendments; and providing for an effective date.

Be It Enacted by the Legislature of the State of Wyoming:

Section 1
.

W.S. 17
‑
29
‑
102(a) by creating a new paragraph (xxiv)
and 17
‑
29
‑
407(b)(ii) are
amended to read:

17
‑
29
‑
102
.

Definitions.

(a)

As used in this chapter:

(xxiv)

"Majority of the members," unless the operating agreement provides otherwise, means:

(A)

For
a
limited liability compan
y
formed before July 1, 2010, more than fifty percent (50%) of
its
membership interests based on each member’s proportionate contribution to the capital of the limited liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members
,
unless the limited liability company amends its articles of organization to provide otherwise
;

(B)

F
or
a limited liability company
formed on or after July 1, 2010,
a per capita
majority o
f the members
.

17
‑
29
‑
407
.

Management of limited liability company.

(b)

In a member
‑
managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply:

(ii)

Each member has equal rights in the management and conduct of the company's activities except
:

(A)

That a member's interest is otherwise defined
in
W.S. 17
‑
29
‑
102(a)(xxiv)
;

(B)

T
o the extent otherwise
provided in any
other provision in
this chapter
;
or

(C
)

To the extent otherwise
r
e
presented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member
.
;

Section 2
.

W.S. 17
‑
29
‑
708(d) is repealed.

Section

3
.

This
act is effective July 1,
201
7
.

(END)

1