In the Tenth Circuit, a limited liability company (“LLC”) is not a corporation for purposes of diversity jurisdiction—instead, LLCs are “unincorporated associations” whose citizenship is based on each of the entities' members for purposes of diversity. See Mgmt. Nominees, Inc. v. Alderney Inv., LLC, 813 F.3d 1321, 1324 (10th Cir. 2016).

The U.S. Supreme Court, however, has identified the place of incorporation and principal place of business as “paradigm” bases for general personal jurisdiction for corporations. Daimler AG v. Bauman, 571 U.S. 117, 125 (2014).

General Personal Jurisdiction Over a Wyoming LLC

In Avus Designs Inc. v. Grezxx LLC, 22-CV-00173-SWS (D. Wyo. Dec. 2, 2022), the District of Wyoming analyzed whether there was general personal jurisdiction over an LLC organized under the laws of Wyoming.

Noting “the tension between treating an LLC like a corporation for general personal jurisdiction purposes, and the Tenth Circuit's explicit pronouncement in Alderney that an LLC is not a corporation for the purposes of diversity jurisdiction”; the district court held that, “given the Supreme Court's pronouncement in Daimler and the underlying policy justifications,” an LLC is “at home” in its state of organization for purposes of general personal jurisdiction.

The court also noted that if an LLC's citizenship for purposes of personal jurisdiction is determined by citizenship of its members, then “the list of places where an LLC is subject to general jurisdiction vastly increases” and could be “scattered all over the country.” Furthermore, the members of the LLC may be anonymous. B. V. Reomie Automateriaal v. IDE Invest and Real Estate, LLC, No. 22-CV-00091-SWS, 2022 WL 16901968, at *2 (D. Wyo. Nov. 11, 2022) (“the Wyoming Act does not require the identification or registration of any individuals, members or managers of a Wyoming LLC”).

Professor David Hricik wrote that “[t]he decision thoughtfully discusses splits in the case law and the distinctions between a corporation and LLC.”

Thomas P. Howard, LLC litigates cases nationwide including in Colorado.