17-29-204;

17-29-204;

(iv) Reserved;

(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d);

(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410;

(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);  (viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i);

(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;

(x) Reserved; or

(xi) Reserved.

17-29-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

(c) Two (2) or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One (1) person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.

17-29-112. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.

(a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.

(b) The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. An amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.

(c) If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under W.S. 17-29-110(c) if contained in the operating agreement, the provision is likewise ineffective in the record.

(d) Subject to subsection (c) of this section, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement:

(i) The operating agreement prevails as to members, dissociated members, transferees and managers; and

(ii) The record prevails as to other persons to the extent they reasonably rely on the record.

17-29-113. Registered office and registered agent to be maintained.

(a) Each limited liability company shall have and continuously maintain in this state:

(i) A registered office as provided in W.S. 17-28-101 through 17-28-111;

(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited liability companies.

17-29-114. Foreign limited liability companies; operation; revocation and reinstatement of certificates of authority.

To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. A foreign limited liability company's certificate of authority shall be revoked or reinstated in the manner provided for foreign corporations in W.S. 17-16-1530 through 17-16-1532.

ARTICLE 2 - FORMATION, ARTICLES OF ORGANIZATION AND OTHER FILINGS

17-29-201. Formation of limited liability company; articles of organization.

(a) One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization.

(b) Articles of organization shall state:

(i) The name of the limited liability company, which must comply with W.S. 17-29-108;

(ii) The street address of the limited liability company's initial registered office and the name of its initial registered agent at that office; and

(iii) Reserved.

(c) The articles of organization shall be accompanied by a written consent to appointment signed by the registered agent.

(d) Subject to W.S. 17-29-112(c), articles of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in articles of organization is not effective as a statement of authority.

(e) The following rules apply:

(i) A limited liability company is formed when the articles of organization become effective, unless the articles state a delayed effective date pursuant to W.S. 17-29-205(c);

(ii) If the articles state a delayed effective date, a limited liability company is not formed if, before the articles take effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the articles;

(iii) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.

17-29-202. Amendment or restatement of articles of organization.

(a) Articles of organization may be amended or restated at any time. Articles of organization shall be amended when:

(i) There is a change in the name of the limited liability company;

(ii) There is a false or erroneous statement in the articles of organization.

(b) To amend its articles of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating:

(i) The name of the company;

(ii) The date of filing of its articles of organization; and

(iii) The changes the amendment makes to the articles as most recently amended or restated.

(c) To restate its articles of organization, a limited liability company shall deliver to the secretary of state for filing a restatement, designated as such in its heading, stating:

(i) In the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial articles of organization; and

(ii) The changes the restatement makes to the articles as most recently amended or restated.

(d) Subject to W.S. 17-29-112(c) and 17-29-205(c), an amendment to or restatement of articles of organization is effective when delivered for filing with the secretary of state.

(e) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in filed articles of organization was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:

(i) Cause the articles to be amended; or

(ii) If appropriate, deliver to the secretary of state for filing a statement of correction under W.S. 17-28-102 or a statement of correction under W.S. 17-29-206.

17-29-203. Signing of records to be delivered for filing to secretary of state.

(a) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as follows:

(i) Except as otherwise provided in paragraphs (ii) through (iv) of this subsection, a record signed on behalf of a limited liability company shall be signed by a person authorized by the company;

(ii) A limited liability company's initial articles of organization shall be signed by at least one (1) person acting as an organizer;

(iii) Reserved;

(iv) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the company's activities under W.S.