Wyoming Close LLC: What It Is and How It Works
By Zawwad Ul Sami, Founder · Updated August 2, 2026
A Wyoming Close LLC is a special type of LLC authorized under the Wyoming LLC Act (W.S. 17-29-102) that restricts membership to a specified number of members and allows members to manage the LLC directly without the formalities required for regular LLCs. It functions similarly to a close corporation but with LLC flexibility.
Quick Answer
A Wyoming Close LLC is a standard Wyoming LLC with statutory transfer restrictions and relaxed operating formalities. It costs the same $100 to file and $60 per year, and keeps the same charging order protection under § 17-29-503(a).
Key facts
A Wyoming Close LLC costs $100 to file and $60 minimum per year, identical to a standard Wyoming LLC. It restricts who can become a member, waives routine meeting and notice formalities, and keeps charging order protection under W.S. 17-29-503(a).
What is a Wyoming Close LLC?
A close LLC is not a separate entity type. It is a Wyoming LLC organized under the same Wyoming LLC Act at Title 17, Chapter 29, with an election that changes two things: who can hold a membership interest, and how much procedure the members owe each other. The statute borrows the logic of the close corporation, where a small group of owners runs the business directly, and applies it to the more flexible LLC form.
Everything else stays the same. The close LLC files the same Articles of Organization with the Wyoming Secretary of State for the same $100, files the same $60 annual report, keeps members off the public record, and receives the same federal pass-through tax treatment by default.
How does a Close LLC differ from a standard Wyoming LLC?
| Feature | Close LLC | Standard LLC |
|---|---|---|
| Filing fee | $100 | $100 |
| Annual report | $60 minimum | $60 minimum |
| Transfer of membership interest | Restricted by statute and agreement | Restricted only by the operating agreement |
| Meetings, notice, formal votes | Can be waived for routine decisions | Governed by the operating agreement |
| Management | Members manage directly | Member-managed or manager-managed |
| Charging order protection | Yes (§ 17-29-503(a)) | Yes (§ 17-29-503(a)) |
| Best for | Family and owner-operator groups | Outside investors, growth, flexibility |
Who should use a Wyoming Close LLC?
The close structure fits owners who never want an outsider holding an interest. Family businesses passing an operating company between generations use it because the transfer restrictions are statutory rather than contractual. Single-owner holding entities use it because the formality waiver removes procedure that serves no purpose with one member. Small partnerships where every owner works in the business use it because the members already make decisions in the same room.
It fits poorly anywhere ownership needs to move. If you plan to raise outside capital, admit passive investors, grant equity to employees, or sell the company, the transfer restrictions become friction and a standard LLC is the better structure. The same is true for multi-entity holding company structures where subsidiary interests move between entities.
How do you form a Wyoming Close LLC?
Formation follows the standard Wyoming LLC formation process: choose a compliant name, appoint a Wyoming registered agent, file Articles of Organization with the $100 fee, obtain an EIN, and open a bank account. The close election is made in the formation documents and carried through the operating agreement.
The drafting is where close LLCs succeed or fail. The operating agreement has to state the close organization explicitly, define the transfer restrictions and the consent needed to admit a member, address death, withdrawal, and bankruptcy of a member, and record which formalities the members are waiving.
What does a Close LLC operating agreement require?
A close LLC needs everything a standard Wyoming operating agreement contains, plus four close-specific provisions: an express statement that the company is organized as a close limited liability company, the transfer restriction and the consent standard for admitting a new member, buy-sell terms covering death, disability, withdrawal, and bankruptcy, and an itemized list of the formalities the members waive.
Waiving formalities inside the company does not waive the separateness that protects members from liability. Keep the dedicated bank account, keep personal and company funds apart, and capitalize the entity for what it does. Those are the practices that defeat veil-piercing claims, and no statutory election substitutes for them.
What are the advantages and limitations?
Advantages: statutory control over who becomes an owner, less procedure for owner-operators, the same cost as a standard LLC, and the same charging order protection. For a family company or a solo holding entity, the close structure removes governance overhead without giving up any statutory shield.
Limitations: outside investors will not accept the transfer restrictions, banks and lenders occasionally ask for extra documentation because the form is less common than a standard LLC, and waived formalities mean fewer contemporaneous records if the members later disagree about what was decided. The close LLC is a narrower tool than a standard Wyoming LLC, and most owners are better served by the standard form.
Wyoming Close LLC: Frequently Asked Questions
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