17-14-804. Right of assignee to become limited partner.
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(i) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(ii) All other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 6 and 7. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under W.S. 17-14-307 and 17-14-602.
17-14-805. Deceased or incompetent partner; dissolved or terminated partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(i) At the time specified in the certificate of limited partnership;
(ii) Upon the happening of events specified in writing in the partnership agreement;
(iii) Written consent of all partners;
(iv) Repealed By Laws 1999, ch. 145, § 2.
(v) Entry of a decree of judicial dissolution under W.S. 17-14-902;
(vi) A vote to dissolve by all of the limited partners, or a number or percentage of limited partners specified in the partnership agreement, within ninety (90) days after an event of withdrawal of the last remaining general partner; or
(vii) The failure of the limited partners to admit or appoint another general partner within ninety (90) days after an event of withdrawal of the last remaining general partner.
On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under W.S. 17-14-701 or 17-14-704;
(ii) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under W.S. 17-14-701 or 17-14-704; and
(iii) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
17-14-905. Reinstatement following administrative dissolution.
(a) A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. The application shall recite the name of the domestic limited partnership and the effective date of its administrative dissolution.
(b) A domestic limited partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.
(c) If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection
(b) of this section, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic limited partnership.
(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative dissolution pursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
(e) The domestic limited partnership shall retain its registered name during the two (2) year reinstatement period.
(a) Subject to the constitution of this state:
(i) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, unless the partnership has been issued a certificate of continuance pursuant to this article; and
(ii) A foreign limited partnership shall not be denied registration by reason of any difference between the laws of the state under which it was organized and the laws of this state.
(a) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:
(i) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
(ii) The state and date of its formation;
(iii) Repealed by Laws 1995, ch. 45, § 2.
(iv) The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;
(v) Repealed By Laws 2012, Ch. 10, § 2.
(vi) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(vii) Repealed by Laws 1995, ch. 45, § 2.
(viii) The name and business address of each general partner;
(ix) Whether the foreign limited partnership is a foreign limited liability limited partnership; and
(x) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.
(b) The foreign limited partnership shall deliver with the completed application a certificate of existence, duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose laws it is formed, which verifies the active existence of the foreign limited partnership.
(a) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(i) Endorse on the application the word "Filed", and the month, day and year of the filing thereof;
(ii) File in his office a duplicate original of the application; and
(iii) Issue a certificate of registration to transact business in this state.
(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
(a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
(b) The registration to transact business of a foreign limited liability partnership is subject to the same revocation and reinstatement provisions as applicable to foreign corporations authorized to transact business in this state pursuant to W.S. 17-16-1530 through 17-16-1536.
17-14-1007. Transaction of business without registration.
(a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.
(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of actions arising out of the transaction of business in this state.
(e) Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d).
The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
(a) In any case not provided for in this act, the provisions of the Uniform Partnership Act apply.
(b) In cases concerning service of process on the secretary of state as agent for a foreign limited partnership, provisions of the Wyoming Business Corporations Act concerning service of process, the manner of service and fees charged apply.
17-14-1010. Continuance of a foreign limited partnership.
Any foreign limited 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 apply to the secretary of state for a certificate of continuance to permit the foreign limited partnership to continue in Wyoming as if the partnership had been formed under the laws of this state.
17-14-1011. Application for certificate of continuance; requirements.
(a) To continue in this state, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for a certificate of continuance setting forth:
(i) Written confirmation from the state in which the partnership was formed that the partnership's domicile in that state is terminated or will be terminated upon continuance in this state;
(ii) A certified copy of the limited partnership's original certificate of limited partnership, or equivalent authorization, including any amendments;
(iii) The name of the limited partnership;
(iv) The duration of the limited partnership from date of formation to present;
(v) The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205;
(vi) The name and business address of each general partner;
(vii) A statement that the limited partnership will abide by the constitution and laws of this state;
(viii) The latest date upon which the limited partnership is to dissolve;
(ix) Any other matters the partners determine to include in the application;
(x) Any additional information necessary to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of continuance.
(b) The application may vary from the original certificate that formed the foreign limited partnership provided that the change would be permissible as an amendment for a limited partnership organized in this state.
(a) The application for a certificate of continuance filed in the office of the secretary of state shall be signed by all general partners.
(b) Any person may sign an application by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
(c) The execution of an application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
17-14-1013. Issuance of certificate of continuance.
(a) If the secretary of state finds that an application for continuance substantially conforms to law and all requisite fees have been paid, he shall:
(i) Endorse on each duplicate original application the word "filed," and the month, day and year of the filing;
(ii) File one (1) duplicate original in his office;
(iii) Issue a certificate of continuance to continue in this state;
(iv) Notify the secretary of state or appropriate official in the state of terminated domicile that a certificate of continuance has been issued in this state.
(b) The certificate of continuance, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
(c) The certificate of continuance may incorporate by reference the original certificate of limited partnership. The original certificate is deemed amended to the extent necessary to conform to the laws of Wyoming and the provisions of the certificate of continuance.
(a) Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though formed under the laws of this state.
(b) Except for the purpose of W.S. 16-6-101 through 16-6-121, the existence of any limited partnership issued a certificate of continuance shall be deemed to have commenced on the date the limited partnership was originally formed under the laws of another state.
(c) The laws of Wyoming shall apply to a limited partnership continuing under this act from the date a certificate of continuance is issued by the secretary of state.
(d) 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.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
(a) In a derivative action, the plaintiff shall be a partner at the time of bringing the action and:
(i) At the time of the transaction of which he complains; or
(ii) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.