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
Cited in 1
case (1 in the last 5 years), 2022–2022 · leading case: Tram Tower Townhouse Ass'n v. Beryl Weiner & Leonard Dvorson Neal Norman & Melissa Norman, as Trs. of the Norman Holdings Trust Under Agreement Dated July 12, 2005 Aconcagua Capital, Llc Cliff Bruder Ann Bruder Margaret Armstrong James A. Krentler, as Tr. of the James Krentler Trust Under Agreement Dated April 8, 1987 Frank Perna, Jr. A/K/A Frank Perna John L. Kemmerer, Iii Constance Kemmerer & Michael Healy, 2022 WY 58 (Wyo. 2022).
Tram Tower Townhouse Ass'n v. Beryl Weiner & Leonard Dvorson Neal Norman & Melissa Norman, as Trs. of the Norman Holdings Trust Under Agreement Dated July 12, 2005 Aconcagua Capital, Llc Cliff Bruder Ann Bruder Margaret Armstrong James A. Krentler, as Tr. of the James Krentler Trust Under Agreement Dated April 8, 1987 Frank Perna, Jr. A/K/A Frank Perna John L. Kemmerer, Iii Constance Kemmerer & Michael Healy, 2022 WY 58 (Wyo. 2022). “The first cause of action was for judicial supervision of winding up of the dissolved 2006 LLC in accordance with Wyo. Stat. Ann. § 17-29-702 (e)(i). The second 3 The parties filed a stipulation about J.”
— Wyo. Stat. § 17-29-702(b)(i) — 1 case
Tram Tower Townhouse Ass'n v. Beryl Weiner & Leonard Dvorson Neal Norman & Melissa Norman, as Trs. of the Norman Holdings Trust Under Agreement Dated July 12, 2005 Aconcagua Capital, Llc Cliff Bruder Ann Bruder Margaret Armstrong James A. Krentler, as Tr. of the James Krentler Trust Under Agreement Dated April 8, 1987 Frank Perna, Jr. A/K/A Frank Perna John L. Kemmerer, Iii Constance Kemmerer & Michael Healy, 2022 WY 58 (Wyo. 2022). “The first cause of action was for judicial supervision of winding up of the dissolved 2006 LLC in accordance with Wyo. Stat. Ann. § 17-29-702 (e)(i). The second 3 The parties filed a stipulation about J.”
— Wyo. Stat. § 17-29-702(e) — 1 case
Tram Tower Townhouse Ass'n v. Beryl Weiner & Leonard Dvorson Neal Norman & Melissa Norman, as Trs. of the Norman Holdings Trust Under Agreement Dated July 12, 2005 Aconcagua Capital, Llc Cliff Bruder Ann Bruder Margaret Armstrong James A. Krentler, as Tr. of the James Krentler Trust Under Agreement Dated April 8, 1987 Frank Perna, Jr. A/K/A Frank Perna John L. Kemmerer, Iii Constance Kemmerer & Michael Healy, 2022 WY 58 (Wyo. 2022). “The first cause of action was for judicial supervision of winding up of the dissolved 2006 LLC in accordance with Wyo. Stat. Ann. § 17-29-702 (e)(i). The second 3 The parties filed a stipulation about J.”
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