Title 17 Corporations, Partnerships and Associations

17-21-1106. Statement of continuance.

(a) Any foreign registered limited liability partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may register with the secretary of state to continue as a registered limited liability partnership in this state. (b) To become a registered limited liability partnership, the foreign registered limited liability partnership shall file with the office of the secretary of state a statement of continuance that meets the following requirements: (i) Complies with the provisions of W.S. 17-21-1101, including payment of the registration fee; (ii) Contains written confirmation from the state in which the partnership was formed that the partnership's registered domicile in that state is terminated or will be terminated upon continuance in this state; (iii) Includes a certified copy of the partnership's original statement of registration as a registered limited liability partnership; (iv) Contains a statement of duration of the partnership from the date of formation to present; (v) Contains a statement that the partnership will abide by the constitution and laws of this state; (vi) Contains any additional information necessary to enable the secretary of state to determine whether the foreign registered limited liability partnership is entitled to continue in this state as a registered limited liability partnership. (c) The secretary of state shall register as a registered limited liability partnership any partnership that submits the required fee and a statement of continuance that substantially complies with this section. (d) Registration is effective immediately upon the filing of the statement of continuance or at any later date or time specified in the statement. Upon the effective date, the laws of Wyoming shall apply to the partnership as a registered limited liability partnership. (e) Except for the purpose of W.S. 16-6-101 through 16-6-121, the existence of any registered limited liability partnership registered upon a statement of continuance shall be deemed to have commenced on the date the partnership was originally registered under the laws of another state. (f) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.