Cover the clauses where Wyoming’s defaults are wrong for digital assets, and know which ones you are not permitted to change. The statute fills any gap you leave, and its defaults assume an ordinary business with a bank behind it. The clauses that matter most: authorized wallets and custodians, signing thresholds, what happens when a signer is unreachable, and how the membership interest passes.
Part of our guide: Wyoming Crypto LLC.
The short version
- A checklist of clauses is only half the picture. Wyoming fills every gap you leave with statutory defaults (W.S. 17-29-110(b)), and those defaults were written for ordinary businesses.
- The statute also lists things an operating agreement shall not do (W.S. 17-29-110(c)). Drafting against that list produces clauses that are simply void.
- The default is member-managed with equal management rights (W.S. 17-29-407). For a company holding bearer assets, that is usually the wrong answer and it applies by silence.
- The clauses that decide whether the entity works are about keys, not equity. Standard templates cover equity thoroughly and keys not at all.
- You cannot unreasonably restrict a member’s right to company information, however the agreement is worded.
Three tiers of clause
Most checklists give you one flat list. It is more useful sorted by what happens if you say nothing.
Tier 1: the statute’s default is wrong for crypto. Silence here produces a real, unwanted outcome. These are the clauses to get right first.
Tier 2: the statute forbids it. Drafting these is wasted effort, and worse, it can leave you believing a protection exists that does not.
Tier 3: the default is tolerable. Worth addressing when the facts call for it.
Tier 1: where silence hurts
Management structure. Wyoming’s default:
“A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement [expressly provide otherwise] … Each member has equal rights in the management and conduct of the company’s activities”
Wyo. Stat. Ann. § 17-29-407(a), (b)
Equal rights among members is sensible for a partnership of equals. For a company where any member could move the entire portfolio, it means the statute has an opinion about who may act, and your wallet configuration has a different one. Address it explicitly, either way.
Authorized wallets and custody accounts. Which addresses and accounts the company may use, who opens them, and the requirement that they be titled to the entity. Without this, nothing distinguishes a company wallet from a personal one except intent.
Signing authority and thresholds. Who may sign, how many signatures a transfer needs, and whether the threshold changes above a stated amount.
Unavailability. What happens when a signer cannot be reached. This is the clause almost no template has, and it is the one that decides whether a temporary problem becomes a permanent one.
Successor authority. Who becomes manager on death or incapacity, derived from a role rather than only a named individual, and how they establish that authority to a custodian who has never met them.
Protocol events. Staking, forks, and airdrops. Who may commit assets, where rewards are directed, and who bears a slashing loss.
Contribution and distribution mechanics. How a transfer between a member and the company is characterized and recorded at the time.
Transfer restrictions. Whether a member may transfer an interest, and what happens on death, divorce, or a creditor action.
Tier 2: what the statute will not let you do
W.S. 17-29-110(c) sets outer limits. An operating agreement shall not vary the company’s capacity to sue and be sued in its own name, vary the applicable law, vary the power of the court under § 17-29-204, eliminate the contractual obligation of good faith and fair dealing, unreasonably restrict the duties and rights stated in § 17-29-410, vary the court’s power to decree dissolution in specified circumstances, vary the requirement to wind up, or unreasonably restrict a member’s right to bring an action.
Two of those bite often in practice.
Good faith and fair dealing survives whatever you write. A clause purporting to release a manager from it does not work.
Information rights cannot be unreasonably restricted. Families sometimes want an agreement that keeps holdings confidential from a member. The statute limits how far that can go, and a clause that overreaches is void rather than merely aggressive.
Tier 3: worth addressing when the facts call for it
Valuation method for the membership interest. Capital account mechanics. Tax elections and who makes them. Indemnification. Dispute resolution. Amendment thresholds. Dissolution mechanics and who unwinds the wallets.
What I actually see
Templates are thorough about equity and silent about keys. They will spend two pages on capital accounts and distributions and never mention a wallet, a custodian, or what happens when the one person who can sign is in a hospital.
That imbalance makes sense historically. Operating agreements were written for companies whose assets moved through banks, and a bank refuses an unauthorized transfer. On-chain, whoever holds the key moves the assets and the agreement’s opinion arrives afterward. So the document has to do work the banking system used to do, and almost no template has caught up.
The single clause I would add to any agreement that lacks it: a written procedure for a signer being unreachable for a defined period. Not who inherits, which is a different question with a different timeline. What the company does on day fourteen.
The second thing worth checking is whether the agreement matches reality. An agreement naming signers who no longer hold keys is worse than a vague one, because it creates a documented gap between authority and capability.
Where this goes wrong
The agreement is drafted once, at formation, by someone who was not told the assets are digital.
The failures follow from that. Signing authority described in terms of “the Manager may execute agreements,” which says nothing about a transaction hash. No provision for protocol events, so staking rewards arrive with no designated destination. A successor clause naming a person rather than a role, discovered when that person has died. And no procedure for unavailability, so the company’s answer to a lost signer is improvisation under pressure.
None of these surfaces at formation. All of them surface at the worst moment, which is the defining property of a governance document.
The decision rule
Draft in this order, because it is the order in which silence costs you:
- Management structure, expressly stated, because the default applies otherwise.
- Authorized accounts and wallets, titled to the company.
- Signing authority and thresholds, tied to amounts.
- Unavailability procedure, with a defined trigger period.
- Successor authority, by role, with a path to prove it to a custodian.
- Protocol events, including where rewards land.
- Contributions and distributions, characterized when they happen.
Then read § 17-29-110(c) before drafting anything clever, so you do not spend money on a clause the statute voids.
If you would rather have the agreement drafted around the assets than adapted from a template afterward, entity formation and titling is where my firm starts.
Where this sits
The operating agreement is where the other decisions get written down. It records who owns the interests, states who may move the assets, and sets what happens when the person running it is unavailable. Ownership is what it is describing, the signing policy is what it has to match, and records are what prove any of it happened.
An agreement that disagrees with the wallet configuration is worse than one that says nothing, because it documents the gap.
Sources
- Wyoming Limited Liability Company Act, Wyo. Stat. Ann. §§ 17-29-110, 17-29-407, 17-29-410 (Wyoming Legislature, Title 17)
- Wyoming digital asset statutes, Wyo. Stat. Ann. §§ 34-29-101 to 34-29-102
- Wyoming Secretary of State, Business Division
- IRS, Single member limited liability companies
- IRS, Publication 541, Partnerships
- FinCEN, Beneficial ownership information
Related
- Should I put my crypto in a Wyoming LLC?
- Should a crypto LLC be manager-managed?
- Should a crypto LLC have a multi-sig policy?
- How should a crypto LLC document contributions?
- Who needs your LLC operating agreement after it’s signed?
- What records should a crypto LLC keep?
- Wyoming LLCs for digital assets
Last updated: 3 August 2026.
This article is general education, not legal, tax, or investment advice. Entity structures can reduce certain risks but do not eliminate them, and outcomes depend on your facts, your jurisdiction, and your documents. Talk to a qualified attorney about your own situation.
