Given that the travel agent uses an LLC agent for its address, and the
the apparent privacy laws in Wyoming, how would you find the actual
details of the owners of the company in order to sue them?
Wyoming's rule that only the registered agent of a company needs to be disclosed as a matter of public record is very common in the U.S. Some states require the public disclosure of its managers as well, but only a handful of states (New York State is the only one where I am confident that this is the case) require that the owners of a limited liability company be disclosed.
In most U.S. states, ownership of a limited liability entity is publicly disclosed only to tax officials, to the U.S. anti-money laundering agency called FinCEN (under some long delayed regulations that aren't quite yet fully in place), on a need to know basis in litigation, on a need to know basis in internal elections of limited liability entities, as mandated by the SEC for large ownership interest in publicly held companies, and in certain regulated industries like state legalized marijuana dispensaries and radio and TV stations. The general public doesn't generally have access to this information.
This rule flows from the fact that owners of a company only rarely have liability for the actions of a limited liability company (LLC).
It seems as if any lawsuit against the owners of the company would contemplate a wrong done by the company for which the owners might have personal liability, and assumes that the company is undercapitalized.
But you can't bring a lawsuit against the owners for matters arising from their connection to an LLC until you have a solid factual basis to know that this is the case. If you don't even know who the owners are, it is hard to know if ground for holding the owners of the company liable exist.
One can sue the company, gain insights into the situation within the company in the discovery process while suing the company, and in connection with that, learn if there is any legal basis to hold the owners of the company liable for its actions.
Facts that could create personal liability for owners of the company, would include the possibility that they personally participated in tortious activity (like fraud), took distributions from the company that rendered it insolvent (potentially giving rise to a claim for undoing a fraudulent transfer to the person who received it out of the company), or if piercing the corporate veil or the related alter ego doctrine are appropriately applied to the case because the owners didn't respect the formalities of and substance of the corporate form and acted as if they were running the business personally rather than through an entity.
But, mere failure to perform a contract, in and of itself, is not a valid legal basis to sue an owner of an LLC.
This would not be the case any more than a car dealer could sue someone because they were a shareholder of General Motors because the car dealer paid for a Chevy truck to be delivered to it and General Motors failed to do so. The general rule is that people harmed by the wrongdoing of a business can only sue the business, and not its owners.
There are specific exceptions to the general rule mentioned above, but there is nothing in the question that demonstrates that any of these exceptions probably apply.
These legal principals are set forth in Wyoming (which would be the governing law in most cases for any effort to hold the owners of a Wyoming LLC personally liable) two sections of the Wyoming Limited Liability Act. One of those sections is in section 17-29-301, which states:
No agency power of member as member.
(a) A member is not an agent of a limited liability company solely by
reason of being a member.
(b) A person's status as a member does not prevent or restrict law
other than this chapter from imposing liability on a limited liability
company because of the person's conduct.
The other section is section 17-29-304 of the Wyoming Limited Liability Act which states:
Liability of members and managers.
(a) The debts, obligations or other liabilities of a limited
liability company, whether arising in contract, tort or otherwise:
(i) Are solely the debts, obligations or other liabilities of the
company; and
(ii) Do not become the debts, obligations or other liabilities of a
member or manager solely by reason of the member acting as a member or
manager acting as a manager.
(b) Repealed by Laws 2016, ch. 54, ยง 2.
(c) For purposes of imposing liability on any member or manager of
a limited liability company for the debts, obligations or other
liabilities of the company, a court shall consider only the following
factors no one (1) of which, except fraud, is sufficient to impose
liability:
(i) Fraud;
(ii) Inadequate capitalization;
(iii) Failure to observe company formalities as required by law; and
(iv) Intermingling of assets, business operations and finances of the
company and the members to such an extent that there is no distinction
between them.
(d) In any analysis conducted under subsection (c) of this section, a
court shall not consider factors intrinsic to the character and
operation of a limited liability company, whether a single or multiple
member limited liability company. Factors intrinsic to the character
and operation of a limited liability company include but are not
limited to:
(i) The ability to elect treatment as a disregarded or pass-through
entity for tax purposes; (ii) Flexible operation or organization
including the failure to observe any particular formality relating to
the exercise of the company's powers or management of its activities;
(iii) The exercise of ownership, influence and governance by a member
or manager;
(iv) The protection of members' and managers' personal assets from
the obligations and acts of the limited liability company.
In understanding these statutes, it helps to understand that the legal term for an owner of a limited liability company is a "member" (although if someone has been stripped of certain voting rights in a company, they are sometimes called an "economic interest owner" who has even less personal liability than a member does).
