{"data":{"id":"us-wy/wyo.-stat.-17-29-702","jurisdiction":"us-wy","citation":"Wyo. Stat. § 17-29-702","heading":"Winding up.","body":"(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.\n(b) In winding up its activities, a limited liability company:\n(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\n(ii) May:\n(A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;\n(B) Preserve the company activities and property as a going concern for a reasonable time;\n(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;\n(D) Transfer the company's property;\n(E) Settle disputes by mediation or arbitration;\n(F) Reserved; and\n(G) Perform other acts necessary or appropriate to the winding up.\n(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).\n(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:\n(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\n(ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:\n(A) State that the company has no members;\n(B) State that the person has been appointed pursuant to this subsection to wind up the company; and\n(C) Provide the street and mailing addresses of the person.\n(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:\n(i) On application of a member, if the applicant establishes good cause;\n(ii) On the application of a transferee, if:\n(A) The company does not have any members;\n(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and\n(C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or\n(iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).","path":["TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS","CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT","ARTICLE 7 - DISSOLUTION AND WINDING UP"],"source_url":"https://wyoleg.gov/statutes/compress/title17.pdf","current_through":"2026 Budget Session; as of 2026-07-01","vintage":"","retrieved_at":"2026-09-04T00:16:32Z","sha256":"594ad2b91e03025705b61ebcdda8a5cc5345ab269d6c2f1d4aca63b3cac19f6e","source_id":"us-wy","stale":false,"prev":"us-wy/wyo.-stat.-17-29-701","next":"us-wy/wyo.-stat.-17-29-703"},"notice":"GroundRules: Original legal text. Not legal advice."}