What Is the Statute of Limitations for LLC Debts in Wyoming?
Wyoming does not have a statute of limitations specific to LLC debts. Instead, the applicable deadline depends on the debt type. Written contracts and promissory notes have a 10-year limit under Wyo. Stat. § 1-3-105. Open accounts and oral contracts have an 8-year limit under Wyo. Stat. § 1-3-106. Accounts stated have a 6-year limit under Wyo. Stat. § 1-3-107. These timelines apply equally to LLCs, corporations, and individuals.
Debt Collection Timelines by Type
Written Contracts & Promissory Notes (10 Years)
Debts evidenced by written contracts, loan agreements, or signed promissory notes have a 10-year statute of limitations. This is Wyoming's longest debt collection period. The clock starts when the debt becomes due.
Open Accounts & Oral Contracts (8 Years)
Trade credit, vendor accounts, and informal verbal agreements have an 8-year statute of limitations. This applies when no written contract exists but the parties agreed to payment terms.
Accounts Stated (6 Years)
An account stated—a written acknowledgment by the debtor confirming the amount owed—has a 6-year limit. This shorter period applies when the debtor has expressly or impliedly agreed to the stated balance.
Application to Wyoming LLCs
The LLC Act (Wyo. Stat. § 17-29-101 et seq.) does not alter these deadlines. An LLC's business structure does not extend or shorten the statute of limitations. Creditors must file suit within the applicable period or lose the right to collect through court action.
Member Liability Protection
Wyoming provides strong charging order protection under Wyo. Stat. § 17-29-503. A creditor cannot pursue LLC members' personal assets for LLC debts—only the LLC itself is liable. This protection does not affect the statute of limitations but limits who can be sued.
Judgment Enforcement
Once a judgment is obtained within the statute of limitations, Wyoming allows 20 years to enforce it under Wyo. Stat. § 1-17-101. A creditor can obtain a judgment before the statute expires and then pursue collection for two decades.
Key Takeaway
File suit before the applicable statute expires. Partial payments or written acknowledgment of the debt may restart the period, so document all communications carefully. Consult a Wyoming attorney to confirm which deadline applies to your specific debt type.
This is general information, not legal advice.