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.

1 Answer 1


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.

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