limited-liability-company
Manager-managed vs member-managed standards of conduct in WY LLC law
<p><a href="https://law.justia.com/codes/wyoming/2019/title-17/chapter-29/article-4/section-17-29-409/" rel="nofollow noreferrer">Wyoming LLC law 17-29-409</a> says:</p>
<pre><code>(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; 
</code></pre>
<p>Note that this specifically says that it applies to a &quot;manager-managed&quot; LLC, (and thus by definition not a member-managed LLC).</p>
<p>However, subsections (a), (b), and (c) that are referred to by this, explicitly state that they apply to &quot;a <strong>member</strong>-managed&quot; LLC, (thus not a &quot;manager-managed&quot; LLC).  For example:</p>
<pre><code>(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). 

...
</code></pre>
<p><strong>Is there a possible mistake in this Wyoming law?</strong>  Because I think as it is for example, (a) is for a member-managed LLC, so how can (g)(i) apply to it?</p>
<p><strong>Did they possibly intend to say</strong> that in (g)(i) that subsections <strong>(a), (b) and (c) now also apply to a manager-managed LLC</strong>?</p>
<p>OR,</p>
<p>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.</p>

<p>I read this as providing that in a &quot;member-managed&quot; LLC subsections (a), (b), and (c) apply to all the members, but in a &quot;manager-managed&quot; 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.</p>
