ARTICLES OF ORGANIZATION FILING FEE: $100
Wyoming LLC Operating Agreement: The File Banks Ask For Why founders abroad need one, even though Wyoming never asks to see it. B Y C A R LT O N G U T K O W S K I
The Short Answer A Wyoming LLC operating agreement isn't filed with the state, and Wyoming law accepts one that is oral or implied. Still, if you plan to open a US bank account from abroad, I'd treat a written Wyoming LLC operating agreement as required. It is the only document that says who owns the company, who runs it and who can sign for it. If you'd rather have it drafted alongside your formation paperwork, compare CORPBOLT's Wyoming LLC plans here. Disclosure: that CORPBOLT link is a tracked referral link, and this guide may earn a commission if you sign up through it.
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What the State Asks For, and What Your Wyoming LLC Operating Agreement Must Carry The Wyoming Secretary of State asks for very little at formation. Its Articles of Organization (official form) cost $100 to file and have six numbered items: the company name, whether it elects to be a close LLC, the registered agent's name and physical Wyoming address, a mailing address, a principal office address and a consent to electronic service of process. An organizer signs the form. Look at what is missing. There is no line for members, no line for managers, no ownership percentages and no box for member-managed or manager-managed. Nothing on the form or the fee schedule asks for an operating agreement either. The Wyoming LLC Act fills in the rest (Wyoming Legislature, Title 17, Chapter 29): W.S. 17-29-102(a)(xiv) defines the operating agreement as the agreement of all the members, "including a sole member," whether oral, in a record, implied or a mix. W.S. 17-29-110(b) says that where the agreement is silent, the Act's default rules govern. W.S. 17-29-110(c) sets limits. It can't, for example, vary the LLC's capacity to sue and be sued, or eliminate the contractual obligation of good faith and fair dealing. So the state record shows an organizer and an agent, not owners. Your written Wyoming LLC operating agreement is where ownership and management structure actually get written down. A banker reviewing your file can't find them anywhere else.
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Seven Clauses a Bank-Ready Wyoming LLC Operating Agreement Covers W.S. 17-29-110(a) lists what an operating agreement governs: relations among members, a manager's rights and duties, management and voting rights, transfers of membership interests, distributions before dissolution, how the agreement is amended, and all other aspects of management. 1. Members and ownership percentages. The bank needs to know who owns the LLC and how much. The Articles won't tell them. 2. Management structure. Member-managed or manager-managed, stated plainly. This decides who has authority to act. 3. Signing authority. Who can open accounts, sign checks and add or remove signers. Expect a bank to read this one closely. 4. Capital contributions. What each member put in. It explains where the opening deposit came from. 5. Distributions. How and when money leaves the company to members. 6. Transfers and new members. What happens when someone sells, exits or joins. Ownership changes affect the bank's records. 7. Amendment. How the agreement itself gets changed, and who must agree.
Members and ownership % Who owns the LLC
Amendment
Management structure
How the agreement gets changed
Member- or manager-managed
Bank-ready operating agreement
Transfers and new members What happens when owners change
Signing authority Who opens and runs accounts + Banking resolution (companion)
Distributions
Capital contributions
How money leaves the company
Where the money came from
On the Wyoming Articles: name, registered agent, addresses, organizer
Only in your operating agreement: owners, managers, signers
Topics from W.S. 17-29-110(a); Articles fields from the Wyoming SOS form
I won't give you clause wording here. Copied sample text describes someone else's company, and it can quietly contradict your own EIN application. Have the agreement drafted for your facts.
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Single-Member vs Multi-Member Wyoming LLC Operating Agreement Single member. The statute names you directly: the definition covers "a sole member." A one-owner Wyoming LLC operating agreement still records that you own 100%, that you manage the company and that you alone can sign. Those three facts are what a business account application usually asks about. Several members. With partners, the Act's defaults matter more. Write down voting rules, what happens when a member wants out, whether interests can be sold to outsiders and how a deadlock gets resolved. Silence means the Act decides for you. Keep three documents telling one story. Form SS-4 asks on line 8b for "the number of LLC members" (IRS Instructions for Form SS-4). The IRS also wants a responsible party, the person who ultimately owns or controls the entity. Your bank application asks for owners and controllers too. A hypothetical example shows how it fits. Ana in Lisbon owns 60%, Ravi in Toronto owns 40%, and the agreement makes Ana the manager and the only bank signer. Line 8b then says 2, Ana is the responsible party, and the bank form lists both owners with Ana as signer. If one of those three documents tells a different story, expect questions. One more tax point from the same instructions: by default, a domestic LLC with only one member is disregarded as separate from its owner. Your member count drives your tax treatment, so get it right in the agreement before you file the SS-4. If the responsible party has no SSN or ITIN, line 7b takes "foreign" or N/A. And the IRS is clear on cost: "You never have to pay a fee for an EIN."
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A Formation Package That Includes the Bank Paperwork CORPBOLT's Launch plan includes a bank-ready operating agreement and a banking resolution for non-US founders forming in Wyoming, with no US residency, citizenship or visit required. With CORPBOLT, Wyoming LLC formation starts at $349, or $599 with the EIN included, and the $100 state filing fee is covered on every plan. There are three plans: Foundation, Launch and Concierge. On Launch, the EIN comes with standard IRS processing, which takes 6-8 weeks on average. Need it faster? Rush EIN gets it done within 5 business days; it's available as an add-on and comes included on Concierge. Current plans and prices are listed at corpbolt.com: see CORPBOLT's plan lineup.
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Before You Submit a Bank Application: 10 Checks ☐ The LLC name in your agreement matches the Articles of Organization exactly, including the
"LLC" or "L.L.C." ending exactly as filed (W.S. 17-29-108 sets the allowed endings) ☐ Every member is named, with ownership percentages that add up to 100%. ☐ The management structure is stated: member-managed or manager-managed. ☐ The person who will sign at the bank is named, with the authority to open and run accounts. ☐ A banking resolution is ready as the companion document, naming the same signer. ☐ Your EIN confirmation letter (CP 575) is on hand, and the legal name matches. ☐ The member count matches line 8b of your Form SS-4. ☐ The responsible party on the SS-4 is someone the agreement shows as an owner or controller. ☐ Every member has signed and dated the agreement. ☐ The amendment clause tells you exactly how to change the agreement if the bank asks for an
update.
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Write It Down Before the Bank Asks Wyoming lets you skip the written version. A bank reviewing a company run from another country usually won't. Draft the Wyoming LLC operating agreement once, keep it consistent with your Articles and your SS-4, and update it whenever ownership changes. More in this series: Hub: LLC formation service: Wyoming costs compared Previous: LLC setup services Ready to form with the documents already drafted? Start a Wyoming LLC through CORPBOLT. Not legal advice. For decisions about your own company, speak with a qualified attorney.
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