Close LLC by State — Explainer

Matrix explainer. Coverage: which states let an LLC elect a "Close LLC" governance status, and what that election actually changes. Source matrix: entity-innovation-availability-by-state, field close_llc_available.

Short answer: one genuine election, one narrower analog, one unrelated trap

A genuine, electable Close LLC status — a separate statutory supplement an LLC opts into by statement in its articles of organization, changing the default rules on transfer, withdrawal, capital return, and dissolution — exists only in Wyoming. Nevada has a real but narrower analog built for a different purpose (locking up distributions for 10 years, mainly used in estate and gift-tax planning, not general governance flexibility). Every other state checked either has no such election at all, or, for Texas, Maine, and North Dakota, defines a same-sounding "closely held LLC" term that does something else entirely: it scopes an unrelated procedural rule (usually a derivative-lawsuit exemption) by member count, with no election and no governance consequence. Georgia could not be verified against a primary government source and is recorded as unconfirmed, not assumed absent.

What Wyoming's Close LLC actually changes

Wyoming's Close Limited Liability Company Supplement (Wyo. Stat. §§ 17-25-101 to 17-25-107, enacted 2000) is not a separate entity type — it's an election available to any LLC formed under the general Wyoming LLC Act. A company becomes a Close LLC by including a statement to that effect in its articles of organization (§ 17-25-103(a)); an existing LLC can convert into one later by amending its articles (§ 17-25-103(b)). The person who forms it doesn't even need to be a member (§ 17-25-104).

The statute requires every Close LLC to carry a specific notice, conspicuously, in its operating agreement and on any ownership certificates (§ 17-25-103(c)), and that notice names exactly what the election can restrict: transfer of ownership interests, withdrawal or resignation from the company, return of capital contributions, and dissolution of the company. Management defaults to the members in proportion to their share of profits and losses, unless the articles or operating agreement designate a manager (§ 17-25-106) — the same flexibility a standard Wyoming LLC has, just layered under tighter restriction options on the four items above.

What can print now

The state-specific claims above are direct readings of each state's own LLC act as it stands today, but none of them currently prints through this site's strict facts mechanism. Every cell in the source matrix — every field, across every jurisdiction — lacks the cell-level publication status that mechanism requires, and the matrix itself does not yet appear in the site's fact index at all.

This matrix is also, distinctly, not yet scoped for a source-recheck cycle the way several of this site's other matrices are: there is no pending family, no candidate-cell count, and no blocked assignment on file for it anywhere. That is a different status from a matrix that has been checked and is waiting on a result — this one has not yet been entered into that process at all.

A future printed state count or complement must bind to the exact normalized cell, carry the required publication status, and clear an accepted source-recheck receipt before it renders through the shared facts predicate. Until then, the election, analog, and definitional-trap distinctions above stand as sourced narrative, not as facts served through the site's own binding mechanism.

Nevada's Restricted LLC: a narrower, different tool

Nevada's closest analog is a "Restricted Limited-Liability Company" (NRS 86.1252), elected the same general way — a statement in the articles of organization (NRS 86.161(1)(f)). But the mechanism it restricts is narrow and specific: NRS 86.345(1) bars the company from making any distribution to members for 10 years after formation (or after the amendment adding the election). It says nothing about transfer restrictions, withdrawal terms, or dissolution — the parts of the Wyoming election that do the most governance work. In practice, Nevada's version is a valuation tool: a membership interest that can't receive distributions for a decade is worth materially less on paper, which is why the documented use case is estate and gift-tax valuation-discount planning rather than the broader governance customization Wyoming offers. It is recorded as conditional on the matrix — a real, citable, but differently-scoped analog, not a clean match.

The "closely held" trap

This matrix also tracks a "closely held limited liability company" term that looks, at a glance, like it could be the same thing — and isn't. Texas (Bus. Orgs. Code § 101.463), Maine (31 M.R.S. § 1637), and North Dakota (N.D. Cent. Code § 10-32.1-01(7)) each define the term almost identically: a company with fewer than 35 members and no membership interests listed on a securities exchange. In each of those states, the ONLY thing that definition does is exempt the company from certain derivative-lawsuit procedures that apply to larger LLCs — Texas and Maine use it specifically to carve the company out of provisions otherwise requiring a formal pre-suit demand process. None of them gives the term an election mechanism, and none changes a company's transfer, withdrawal, capital-return, or dissolution defaults because of it. A company doesn't elect into "closely held" status the way a Wyoming company elects into Close LLC status — it either has fewer than 35 members or it doesn't, and that fact alone changes nothing else. Kansas raises a related but distinct trap: its code has an entire "Close Corporations" article (Kan. Stat. Ann. § 17-7201 et seq.) — but it governs corporations, a different entity type, and was never extended to LLCs.

What the matrix does not prove

• Absence is a statute-text finding, not a guarantee against contrary case law. Every "no" on the source matrix reflects a full-text or complete-table-of-contents check of that state's LLC act finding no elective Close LLC (or equivalent) chapter — it does not independently rule out a court reading an analogous status into some other part of a state's business-entity code.
• Georgia is recorded as unconfirmed, not as "no." Georgia has no free, government-hosted, full-text version of its LLC statute — the state's own designated access point routes to a commercial legal database, which this project does not cite as a primary source. The matrix marks Georgia's Close LLC field (and its other three entity-innovation fields) as a documented gap rather than guessing.
• This is about the domestic-LLC election specifically. Some states offer analogous close-style elections for corporations (Kansas's Close Corporations article is one example) that are outside this matrix's scope, which is bound to the domestic LLC line only.

The research methodology explains how this site classifies primary sources, typed unknowns, and strict printability in more detail.

Sources

The primary source for every state-specific claim on this page is that state's own LLC act, read directly rather than through a secondary summary. The entity-innovation-availability-by-state matrix is the structured record of that reading, with the close_llc_available field as its close-LLC-specific column. The source registry explains how this site classifies and cites primary versus secondary sources; nothing on this page relies on an aggregator, a competitor's page, or a secondary summary as its source of record.

See also: Entity Innovation Availability by State (matrix) · DAO LLC by State — Explainer · Series LLC by State — Explainer

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