Wyoming Statutes

Wyo. Stat. § 17-21-401 (2026)

Partner's rights and duties.

✓ current as of May 2026

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(a) A partnership shall establish an account for each
partner which shall be credited with an amount equal to the cash
plus the value of any other property, net of the amount of any
liabilities, the partner contributes to the partnership and the
partner's share of the partnership profits. Each partner's
account shall be charged with an amount equal to the cash plus
the value of any other property, net of the amount of any
liabilities, distributed by the partnership to the partner and
the partner's share of the partnership losses provided that the
partner shall be personally liable on account of such charges
only as provided in W.S. 17-21-807 and 17-21-808.
     (b) A partnership shall credit each partner's account with
an equal share of the partnership profits and shall charge each
partner with a share of the partnership losses, whether capital
or operating, as provided in W.S. 17-21-808, in proportion to
the partner's share of the profits.

     (c) A partnership shall indemnify each partner for
payments reasonably made and liabilities reasonably incurred by
the partner in the ordinary and proper conduct of the business
of the partnership or for the preservation of its business or
property, provided, however, that no other partner shall be
required to make any payment to the partnership or any other
partner, except as provided to the partnership or any other
partner, except as provided in W.S. 17-21-807 and 17-21-808,
including any payments attributable all or in part to
partnership liabilities for indemnification.

     (d) A partnership shall repay a partner who, in aid of the
partnership, makes a payment or advance beyond the amount of
capital the partner agreed to contribute.

     (e) A payment made by a partner which gives rise to a
partnership obligation under subsection (c) or (d) of this
section constitutes a loan to the partnership. Interest accrues
from the date of the payment or advance.

     (f) Each partner has equal rights in the management and
conduct of the partnership business.

     (g) A partner may use or possess partnership property only
on behalf of the partnership.

     (h) A partner is not entitled to remuneration for services
performed for the partnership, except for reasonable
compensation for services rendered in winding up the business of
the partnership.

     (j) A person may become a partner only with the consent of
all the partners.

     (k) A difference arising as to a matter in the ordinary
course of business of a partnership may be decided by a majority
of the partners. An act outside the ordinary course of business
of a partnership and an amendment to the partnership agreement
may be undertaken only with the consent of all the partners.
     (m) This section does not affect the obligations of a
partnership to other persons under W.S. 17-21-301.

Notes of Decisions

Cited in 3 cases, 2000–2003 · leading case: Warnick v. Warnick, 2003 WY 113 (Wyo. 2003).

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Warnick v. Warnick, 2003 WY 113 (Wyo. 2003). · cites it 11× “In fact, the act addresses payments and advances in several places without requiring a writing or unanimous partner approval: e § 17-21-401(c) requires the partnership to reimburse a partner for payments made by the partner in the ordinary and proper conduct of the business of…”

Barton v. Barton, 996 P.2d 1 (Wyo. 2000). · cites it 3× “In sum, we hold that there was sufficient evidence for the district court to find that no partnership existed between these parties and, hence, Wyo. Stat. Ann. § 17-21-401 (LEXIS 1999), which outlines the rights and duties of partners, has no application to the resolution of the…”

Est. of H.A. True v. Comm'r, 2001 T.C. Memo. 167 (Tax Ct. 2001). “68 A partner's only transferable interest in the partnership is his or her interest in distributions. See Wyo. Stat. Ann.”

— Wyo. Stat. § 17-21-401(c) — 1 case

Warnick v. Warnick, 2003 WY 113 (Wyo. 2003). “In fact, the act addresses payments and advances in several places without requiring a writing or unanimous partner approval: e § 17-21-401(c) requires the partnership to reimburse a partner for payments made by the partner in the ordinary and proper conduct of the business of…”

— Wyo. Stat. § 17-21-401(d) — 2 cases

Barton v. Barton, 996 P.2d 1 (Wyo. 2000). “In sum, we hold that there was sufficient evidence for the district court to find that no partnership existed between these parties and, hence, Wyo. Stat. Ann. § 17-21-401 (LEXIS 1999), which outlines the rights and duties of partners, has no application to the resolution of the…”

— Wyo. Stat. § 17-21-401(e) — 1 case

— Wyo. Stat. § 17-21-401(k) — 1 case

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