Wyoming Statutes

Wyo. Stat. § 17-29-702 (2026)

Winding up.

✓ current as of May 2026
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(a) A dissolved limited liability company shall wind up
its activities and the company continues after dissolution only
for the purpose of winding up.

     (b)   In winding up its activities, a limited liability
company:

          (i) Shall discharge the company's debts, obligations,
or other liabilities, settle and close the company's activities
and marshal and distribute the assets of the company; and

           (ii)   May:

               (A) Deliver to the secretary of state for filing
articles of dissolution stating the name of the company and that
the company is dissolved;

               (B) Preserve the company activities and property
as a going concern for a reasonable time;

               (C) Prosecute and defend actions and
proceedings, whether civil, criminal or administrative;

                  (D)    Transfer the company's property;

                  (E)    Settle disputes by mediation or arbitration;
                (F)   Reserved; and

               (G)    Perform other acts necessary or appropriate
to the winding up.

     (c) If a dissolved limited liability company has no
members, the legal representative of the last person to have
been a member may wind up the activities of the company. If the
person does so, the person has the powers of a sole manager
under W.S. 17-29-407(c) and is deemed to be a manager for the
purposes of W.S. 17-29-304(a)(ii).

     (d) If the legal representative under subsection (c) of
this section declines or fails to wind up the company's
activities, a person may be appointed to do so by the consent of
transferees owning a majority of the rights to receive
distributions as transferees at the time the consent is to be
effective. A person appointed under this subsection:

          (i) Has the powers of a sole manager under W.S.
17-29-407(c) and is deemed to be a manager for the purposes of
W.S. 17-29-304(a)(ii); and

          (ii) Shall promptly deliver to the secretary of state
for filing an amendment to the company's articles of
organization to:

                (A)   State that the company has no members;

               (B) State that the person has been appointed
pursuant to this subsection to wind up the company; and

                (C)   Provide the street and mailing addresses of
the person.

     (e) A court may order judicial supervision of the winding
up of a dissolved limited liability company, including the
appointment of a person to wind up the company's activities:

          (i) On application of a member, if the applicant
establishes good cause;

         (ii)   On the application of a transferee, if:

                (A)   The company does not have any members;
               (B) The legal representative of the last person
to have been a member declines or fails to wind up the company's
activities; and

               (C) Within a reasonable time following the
dissolution a person has not been appointed pursuant to
subsection (c) of this section; or

          (iii) In connection with a proceeding under W.S.
17-29-701(a)(iv) or (v).
Notes of Decisions
— Wyo. Stat. § 17-29-702(b)(i) — 1 case
— Wyo. Stat. § 17-29-702(e) — 1 case
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.