Wyoming Statutes

Wyo. Stat. § 17-29-602 (2026)

Events causing dissociation.

✓ current as of May 2026
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(a) A person is dissociated as a member from a limited
liability company when:

          (i) The company has notice of the person's express
will to withdraw as a member, but, if the person specified a
withdrawal date later than the date the company had notice, on
that later date;

          (ii) An event stated in the operating agreement as
causing the person's dissociation occurs;

          (iii) The person is expelled as a member pursuant to
the operating agreement;

          (iv) The person is expelled as a member by the
unanimous consent of the other members if:

               (A) It is unlawful to carry on the company's
activities with the person as a member;

               (B) There has been a transfer of all of the
person's transferable interest in the company, other than:
                        (I)    A transfer for security purposes; or

                        (II)   A charging order in effect under W.S.
17-29-503.

               (C) The person is an entity as defined in W.S.
17-16-140(a)(xiii) and, within ninety (90) days after the
company notifies the person that it will be expelled as a member
because the person has filed articles of dissolution or the
equivalent, its charter has been revoked, or its right to
conduct business has been suspended by the jurisdiction of its
incorporation, the articles of dissolution has not been revoked
or its charter or right to conduct business has not been
reinstated; or

               (D) The person is some other entity not
described in subparagraph (C) of this paragraph that has been
dissolved and whose business is being wound up.

          (v) On application by the company, the person is
expelled as a member by judicial order because the person:

               (A) Has engaged, or is engaging, in wrongful
conduct that has adversely and materially affected, or will
adversely and materially affect, the company's activities;

               (B) Has willfully or persistently committed, or
is willfully and persistently committing, a material breach of
the operating agreement or the person's duties or obligations
under W.S. 17-29-409; or

               (C) Has engaged in, or is engaging in, conduct
relating to the company's activities which makes it not
reasonably practicable to carry on the activities with the
person as a member.

           (vi)   In the case of a person who is an individual:

                  (A)   The person dies; or

                  (B)   In a member-managed limited liability
company:

                    (I) A guardian or general conservator for
the person is appointed; or
                    (II) There is a judicial order that the
person has otherwise become incapable of performing the person's
duties as a member under this chapter or the operating
agreement.

          (vii)   In a member-managed limited liability company,
the person:

                (A)   Becomes a debtor in bankruptcy;

                (B)   Executes an assignment for the benefit of
creditors; or

               (C) Seeks, consents to or acquiesces in the
appointment of a trustee, receiver or liquidator of the person
or of all or substantially all of the person's property.

          (viii) In the case of a person that is a trust or is
acting as a member by virtue of being a trustee of a trust, the
trust's entire transferable interest in the company is
distributed;

          (ix) In the case of a person that is an estate or is
acting as a member by virtue of being a personal representative
of an estate, the estate's entire transferable interest in the
company is distributed;

          (x) In the case of a member that is not an
individual, partnership, limited liability company, corporation,
trust or estate, the termination of the member;

          (xi) The company participates in a merger under
article 10 of this chapter, if:

                (A)   The company is not the surviving entity; or

               (B) Otherwise as a result of the merger, the
person ceases to be a member.

          (xii) The company participates in a conversion under
article 10 of this chapter;

          (xiii) The company participates in a continuance,
transfer or domestication under article 10 of this chapter, if,
as a result of the continuance, transfer or domestication, the
person ceases to be a member; or
         (xiv)   The company terminates.
Notes of Decisions
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