Wyoming LLC law 17-29-409 says:

(g) In a manager-managed limited liability company, the following rules apply:

    (i) Subsections (a), (b), (c) and (e) of this section 
          apply to the manager or managers  and not the members; 

Note that this specifically says that it applies to a "manager-managed" LLC, (and thus by definition not a member-managed LLC).

However, subsections (a), (b), and (c) that are referred to by this, explicitly state that they apply to "a member-managed" LLC, (thus not a "manager-managed" LLC). For example:

(a) A member of a member-managed limited liability company owes to the company and, 
    subject to W.S. 17-29-901(b), 
    the other members the fiduciary duties of loyalty and care 
    stated in subsections (b) and (c). 


Is there a possible mistake in this Wyoming law? Because I think as it is for example, (a) is for a member-managed LLC, so how can (g)(i) apply to it?

Did they possibly intend to say that in (g)(i) that subsections (a), (b) and (c) now also apply to a manager-managed LLC?


when they say to essentially substitute 'manager' for 'member' does this also include inside the term 'member-managed' to change it to 'manager-managed'? I just assumed that 'member-managed' and 'manager-managed' were terms unto themselves.


I read this as providing that in a "member-managed" LLC subsections (a), (b), and (c) apply to all the members, but in a "manager-managed" LLC they apply only to the managers, not to members who are not managers. That would not be a contradiction or a mistake, and seems reasonable and logical.

Your Answer

By clicking “Post Your Answer”, you agree to our terms of service, privacy policy and cookie policy

Not the answer you're looking for? Browse other questions tagged or ask your own question.