Wyoming Partnership Agreement

Wyoming partnership agreements formalize the rules the partners engage in governing their partnership business’s operations and their relationship with one another. It is a binding contract that should be legally executed by signature (recommended) however, it can also be a verbal agreement.

Last updated February 5th, 2025

Wyoming partnership agreements formalize the rules the partners engage in governing their partnership business’s operations and their relationship with one another. It is a binding contract that should be legally executed by signature (recommended) however, it can also be a verbal agreement.

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Wyoming Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Wyoming does not explicitly require a general partnership to register, but it must follow the naming requirements (as every type of partnership must).Wyoming Business Entity Search
Limited Partnership (LP) Certificate of Limited Partnership (Filing Fee: $100.00)
Limited Liability Partnership (LLP) Registered Limited Liability Partnership Statement of Registration (Filing Fee: $100.00)
Limited Liability Limited Partnership (LLLP) Certificate of Limited Partnership (Filing Fee: $100.00)

Fiduciary Duty

Duty of Loyalty:
  • A general partner must compose and deliver to the partnership an “account” of all benefits as well as the property and profits they receive “in the conduct and winding up” of the business or resulting from the use of the partnership business’s assets or name.[1]
  • Partners maintain their partnership loyalty because they must avoid dealing with the partnership as, or “on behalf,” a person with interests detrimental to partnership activities and goals.[2]
  • A partner does not engage in any business affairs that are “competing with the partnership” unless all other partners provide the consent and approval to do so. [3]
  • Partners must uphold their defined duty of loyalty since it cannot be “eliminated by agreement,” but “manifestly unreasonable” categories can be adjusted accordingly.[4]

Duty of Care:

  • The partners prioritize good conduct since they cannot engage in a “knowing violation of the law,” intentional misconduct, or that which is grossly negligent.[5]

Partners conduct their duties for the partnership while observing the “good faith” and “fair dealing” requirements of their partnership agreement at all times.[6]

Partners conducting separate affairs do so without being found in violation merely for doing so; however, they must continue observing their duty of loyalty and care before the dissolution of the partnership.[7]

Any legal representative “of the last surviving partner” that is winding up the business holds the same duties and obligations provided by Wyoming law as the partner they represent.[8]

Liability

General partners are potentially personally liable for a limited partnership’s obligations as if it were a “partnership without limited partners.”[9]
Partners are only “personally liable” for the partnership obligations occurring after their admittance to an existing partnership therefore, pre-existing partnership obligations are not transferable to the new partner.[10]
Limited partnerships that are actively registered limited liability limited partnerships protect their general partners from being accountable or liable for the partnership’s obligations “solely by reason of being” a general partner; however, this protection only exists for liabilities occurring while the limited liability status is effective.[11]
A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.[12]
Limited partners have liability protection unless they are “also a general partner” and participate or exert control over the partnership business, in which case they are liable to the persons transacting business with the partnership through the limited partner.[13]

State Definitions (7)

Partner means that a legal entity is the co-owner of a business, such as a limited partnership or limited liability partnership, as either “limited or general partner.” [14]
General partner means the entity that a limited partnership accepts “as a general partner” as per their partnership agreement and the partnership’s certificate of registration.[15]
Limited partner means the individual, corporation, or other person a partnership agreement formally names (in addition to the certificate of limited partnership) “as a limited partner.” [16]
Partnership means that “two (2) or more” legal entities are the coowners of a business for profit in accordance with Wyoming partnership laws; for example, a limited liability partnership falls under this term.[17]
Limited partnership, also known as a domestic limited partnership, means a legal partnership where “two (2) or more” partners (at least one general and at least one limited partner) co-own a business “under the laws of this state.” [18]
Registered limited liability partnership means that a partnership is registered according to the Wyoming Uniform Partnership act, specifically W.S. 17-21.[19]
Limited liability limited partnership means that a domestic limited partnership specifically declares its limited liability status on its certificate of limited partnership and this statement meets the criteria under Wyoming law.[20]