(a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up.
(b) A partnership may be dissolved at any time during the ninety (90) day period and its business wound up by the express will of at least one-half (1/2) of the other partners.
(c) After receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A), the partner who gave the notice:
(i) Has no rights in the management and conduct of the partnership business if it is continued under subsection (a) of this section, but may participate in winding up the business under W.S. 17-21-804 if the partnership is dissolved on or before the expiration of the ninety (90) day period pursuant to subsection (a) or (b) of this section;
(ii) Is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under W.S. 17-21-702(b) or 17-21-703(b), but is not liable for contributions for and shall be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and
(iii) With respect to profits or losses incurred during the period, shall be credited with a share of any profits but shall be charged with a share of any losses only to the extent of profits credited for the period.
(a) After dissolution, a partner who has not wrongfully dissociated has a right to participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the court, for good cause, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to W.S. 17-21-808 and perform other necessary acts, including settlement of disputes by mediation or arbitration.
17-21-805. Partner's power to bind partnership after dissolution.
(a) Subject to W.S. 17-21-806, a partnership is bound by a partner's act after dissolution that:
(i) Is appropriate for winding up the partnership business; or
(ii) Would have bound the partnership under W.S. 17-21-301 before dissolution, if the other party to the transaction does not have notice of the dissolution.
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of W.S. 17-21-303(d) and is a limitation on authority for the purposes of W.S. 17-21-303(e).
(c) For purposes of W.S. 17-21-301 and 17-21-805, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
(d) After filing and where appropriate, recording a statement of dissolution, the dissolved partnership may file and where appropriate, record a statement of partnership authority which shall operate with respect to a person not a partner as provided in W.S. 17-21-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
17-21-807. Partner's liability to other partners after dissolution.
(a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-805 for which the partner is personally liable under W.S. 17-21-306.
(b) A partner who, with knowledge of the winding up, incurs a partnership liability under W.S. 17-21-805(a)(ii) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from that liability.
(a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance only to the extent that negative balance is attributable to an obligation for which that partner is personally liable under W.S. 17-21-306.
(c) To the extent not taken into account in settling the accounts among partners pursuant to subsection (b) of this section, each partner shall contribute in the proportion in which the partner shares partnership losses, the amount necessary to satisfy those partnership obligations for which the partner is personally liable under W.S. 17-21-306. If a partner fails or is not obligated to contribute, the other partners shall contribute in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy those partnership obligations for which the partners are personally liable under W.S. 17-21-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent such contributions are made on account of obligations for which the other partners are liable under W.S. 17-21-306.
(d) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.
(e) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by the court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.
17-21-901. Conversion of partnership to limited partnership.
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership which satisfies the requirements of W.S. 17-14-301 and includes:
(i) A statement that the partnership was converted to a limited partnership from a partnership;
(ii) Its former name; and
(iii) A statement of the number of votes cast by the partners for and against the conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within ninety (90) days after the conversion takes effect for which a general partner would be personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.
17-21-902. Conversion of limited partnership to partnership.
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to W.S. 17-14-303.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808 incurred after the conversion takes effect.
17-21-903. Effect of conversion; entity unchanged.
(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(i) All property owned by the converting partnership or limited partnership remains vested in the converted entity;
(ii) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(iii) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b) The plan of merger shall set forth:
(i) The name of each partnership or limited partnership that is a party to the merger;
(ii) The name of the surviving entity into which the other partnerships or limited partnerships will merge;
(iii) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(iv) The terms and conditions of the merger;
(v) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into cash or other property in whole or part; and
(vi) The street address of the surviving entity's chief executive office.
(c) The plan of merger shall be approved:
(i) In the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and
(ii) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and in the absence of such specifically applicable law, by all the partners notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(i) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;
(ii) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(iii) Any effective date specified in the plan of merger.
(a) When a merger takes effect:
(i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;
(ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
(iii) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
(iv) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.
(b) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office, of any change of address and the email address of its chief executive officer. Upon receipt of process, the secretary of state shall mail or electronically submit a copy of the process to the surviving foreign partnership or limited partnership.
(c) A partner of the surviving partnership or limited partnership is liable for:
(i) All obligations of a party to the merger for which the partner was personally liable before the merger;
(ii) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and
(iii) All obligations of the surviving entity incurred after the merger takes effect.
(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in W.S. 17-21-808(c) as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under W.S. 17-21-701. The surviving entity is bound under W.S. 17-21-702 by an act of a partner dissociated under this subsection and the partner is liable under W.S. 17-21-703 for transactions entered into by the surviving entity after the merger takes effect.
(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger shall contain:
(i) The name of each partnership or limited partnership that is a party to the merger;
(ii) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(iii) The street address of the surviving entity's chief executive office and of an office in this state, if any; and
(iv) Whether the surviving entity is a partnership or limited partnership.
(c) Except as provided in subsection (d) of this section and for purposes of W.S. 17-21-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For purposes of W.S. 17-21-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger with the appropriate county clerk.
(e) A filed and where appropriate, recorded statement of merger, executed and declared to be accurate pursuant to W.S. 17-21-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
17-21-1001. Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
17-21-1003. Application to existing relationships.
(a) Except as otherwise provided in this section, this chapter applies to all partnerships in existence on January 1, 1994 that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and liquidation of partnerships.
(b) W.S. 17-21-802 does not apply to a partnership in existence on January 1, 1994 unless the partners agree otherwise.
(c) This chapter does not impair the obligations of a contract existing on January 1, 1994 or affect an action or proceeding begun or right accrued before January 1, 1994.
(d) A judgment against a partnership or a partner in an action commenced before January 1, 1994 may be enforced in the same manner as a judgment rendered before January 1, 1994.
(a) To become a registered limited liability partnership, a partnership shall file with the office of the secretary of state a statement of registration as a registered limited liability partnership. The statement of registration shall state:
(i) The name of the partnership;
(ii) The address of its principal office and the name of the registered agent for service of process in this state at such address which, if in this state, shall be its registered office for service of process;
(iii) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain;
(iv) A brief statement of the business in which the partnership engages;
(v) Any other matters that the partnership determines to include; and
(vi) That the partnership thereby registers as a registered limited liability partnership.
(b) The statement of registration shall be executed by one (1) or more partners authorized to execute a statement of registration. The statement of registration shall be accompanied by a written consent to appointment manually signed by the registered agent.
(c) Repealed By Laws 2000, Ch. 35, § 2.
(d) The secretary of state shall register as a registered limited liability partnership any partnership that submits a statement of registration that substantially complies with this section and the required fee.
(e) Repealed By Laws 2000, Ch. 35, § 2.
(f) Registration is effective immediately upon the filing of a statement of registration or at any later date or time specified in the statement of registration, and remains effective until:
(i) It is voluntarily withdrawn by filing with the office of the secretary of state a written statement of withdrawal executed by one (1) or more partners authorized to execute a statement of withdrawal; or
(ii) Sixty (60) days after notice by the secretary of state that the partnership has failed to make timely payment of the annual fee specified in subsection (n) of this section or has failed to pay any penalties imposed under W.S. 17-28-109, unless the fee and any penalties are paid within the sixty (60) day period, or that the partnership is without a registered agent or registered office in this state, unless the partnership regains a registered agent or registered office in this state during the sixty (60) day period. The secretary of state shall provide such notice by first class mail to the last known mailing address of the partnership or by electronic means. Notwithstanding any other provisions of this paragraph, any domestic registered limited liability partnership whose statement of registration has lapsed under this paragraph may be reinstated as provided in W.S. 17-21-1107.
(g) A registered limited liability partnership registered under this chapter ceases to be a registered limited liability partnership upon filing with the office of the secretary of state a statement of withdrawal as a registered limited liability partnership, which shall set forth:
(i) The name of the registered limited liability partnership;
(ii) The date of filing of the initial statement of registration;
(iii) The reason for filing the statement of withdrawal;
(iv) The effective date (which shall be a date certain) of withdrawal if it is not to be effective on the filing of the statement of withdrawal, provided that any effective date other than the date of filing of the statement of withdrawal shall be a date subsequent to the filing; and
(v) Any other information the partners determine to include therein.
(h) The filing of a statement of withdrawal by or on behalf of a partnership pursuant to this section shall be effective only to cancel the partnership's registration as a limited liability partnership, and shall not, unless it specifically so provides, indicate the dissolution of the partnership.
(j) A partnership becomes a registered limited liability partnership at the time of the filing of the initial statement of registration with the office of the secretary of state or at any later date or time specified in the statement of registration if, in either case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be affected by errors or subsequent changes in the information stated in a statement of registration under subsection (a) of this section or a statement of renewal under subsection (e) of this section. The filing of a statement of withdrawal shall not affect the liability of the partners for debts, obligations or liabilities of the partnership incurred, assumed or arising prior to the date of the statement of withdrawal.
(k) The fact that a statement of registration or a statement of renewal is on file with the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the statement of registration or statement of renewal.
(m) The secretary of state shall provide forms for a statement of registration under subsection (a) of this section or a statement of renewal.
(n) An initial registration fee of one hundred dollars ($100.00) shall be paid to the secretary of state except for foreign limited liability partnerships which shall pay an initial registration fee of one hundred fifty dollars ($150.00). In addition each registered limited liability partnership and foreign limited liability partnership shall annually comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation. Any registered foreign limited liability partnership transacting business in this state without registering or annually maintaining its registration is subject to the penalties provided by W.S. 17-16-1502(d).
(o) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all registered limited liability partnerships.
(p) If the secretary of state refuses to file a statement of registration, the secretary of state shall return it to the registered limited liability partnership or its representative within fifteen (15) days after the statement was delivered, together with a brief, written explanation of the reason for the refusal.
17-21-1102. Effect of registration; entity unchanged.
(a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration.
(b) When registration takes effect:
(i) All property owned by the registering partnership remains vested in the registered partnership;
(ii) All obligations of the registering partnership continue as obligations of the registered partnership; and
(iii) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred.
(c) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new statement of registration or statement of renewal. The partnership continuing the business shall be deemed to have filed any documents required or permitted under this section which were filed by the dissolved partnership. The partnership continuing the business shall file a statement of renewal at such time as the dissolved partnership would have been required to file a statement of renewal.
(d) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and winds up its affairs, liquidates or terminates, the statement of registration or statement of renewal remains in effect as to the partnership and the partners during the period of winding up, and as to the partners subsequent to liquidation or termination as to liabilities of the partnership incurred, assumed or arising prior to liquidation or termination.
17-21-1103. Name of registered limited liability partnership; limited rights.
(a) The name of a registered limited liability partnership shall not be the same as or deceptively similar to any trademark or service mark registered in this state, shall be distinguishable upon the records of the secretary of state from other business names filed with that office and must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
(b) The authorization granted by the secretary of state to file a statement of registration under a registered limited liability partnership name does not:
(i) Abrogate or limit the law governing unfair competition or unfair trade practices;
(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or
(iii) Create an exclusive right in geographic or generic terms contained within a name.
17-21-1104. Applicability of act to foreign and interstate commerce.
(a) A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country.
(b) It is the intent of the legislature that the legal existence of registered limited liability partnerships formed pursuant to an agreement governed by this chapter be recognized outside the boundaries of this state and that the laws of this state governing such registered limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the constitution of the United States.
(c) Notwithstanding W.S. 17-21-106, the internal affairs of registered limited liability partnerships, including the liability of partners for debts, obligations and liabilities of or chargeable to the partnership or another partner or partners and the liability of partners to the partnership and other partners, shall be subject to and governed by the laws of this state.
(d) Before transacting business in this state, a foreign registered limited liability partnership shall:
(i) Comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership is engaged; and
(ii) File a statement of registration as a foreign registered limited liability partnership with the office of the secretary of state, on such forms as the secretary shall provide, stating:
(A) The name of the partnership;
(B) The jurisdiction under the laws of which govern its partnership agreement and under which it is registered as a limited liability partnership;
(C) An email address and the address of its principal office which, if in this state, shall be its registered office for service of process;
(D) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain;
(E) A brief statement of the business in which the partnership engages;
(F) Any other information that the partnership determines to include; and
(G) A statement that the partnership is a registered limited liability partnership.
(e) Repealed By Laws 2000, Ch. 35, § 2.
(f) A foreign registered limited liability partnership registered to transact business in this state may withdraw its registration as a foreign registered limited liability partnership by filing with the office of the secretary of state a statement of withdrawal as a foreign registered limited liability partnership, which shall set forth:
(i) The name of the foreign registered limited liability partnership and the state or other jurisdiction under whose jurisdiction it is or was registered as a registered limited liability partnership;
(ii) That the foreign registered limited liability partnership is not transacting business in this state and that it surrenders its registration to transact business in this state;
(iii) That the foreign registered limited liability partnership revokes the authority of its registered agent in this state to accept service of process and appoints the secretary of state as its agent for service of process in any action, suit or proceeding based upon any cause of action arising during the time the foreign registered limited liability partnership was registered to transact business in this state; and
(iv) A mailing address and an email address to which the secretary of state may provide a copy of any process served on him in his capacity as agent for such registered limited liability partnership.
(g) The failure of a foreign registered limited liability partnership to file a statement of registration or a statement of renewal pursuant to W.S. 17-21-1101 or to appoint and maintain a registered agent in this state shall not affect the liability of the partners or impair the validity of any contract or act of the foreign registered limited liability partnership and shall not prevent the foreign registered limited liability partnership from defending any action or proceeding in any court of this state, but the foreign registered limited liability partnership shall not maintain any action or proceeding in any court of this state until it has filed a statement of registration. A foreign registered limited liability 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 action arising out of the transaction of business in this state.
(h) The name of a foreign registered limited liability partnership doing business in this state shall not be the same as or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names filed with that office. A foreign limited liability partnership must use a name which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
(j) The laws under which a foreign limited liability partnership is formed govern relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(k) The authorization granted by the secretary of state to file a statement of registration under a foreign registered limited liability partnership name does not:
(i) Abrogate or limit the law governing unfair competition or unfair trade practices;
(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or
(iii) Create an exclusive right in geographic or generic terms contained within a name.
(m) Failure of a foreign registered limited liability partnership to make timely payment of the annual fee specified in W.S. 17-21-1101(n) or to pay any penalties imposed under W.S. 17-28-109 shall result in the statement of registration being revoked by the secretary of state pursuant to W.S. 17-21-1101(f).
(n) A foreign registered limited liability partnership whose registration has lapsed for failure to pay fees or failure to maintain a registered agent in this state as provided in this article may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse as provided in W.S. 17-21-1107.
17-21-1105. Registered limited liability partnership by licensed persons.
Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law or the law of another jurisdiction from forming a registered limited liability partnership if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. Each licensed professional offering professional services through a registered limited liability partnership shall retain their professional license in good standing and shall be subject to all rules, regulations, standards and requirements pertaining thereto.
(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.
17-21-1107. Reinstatement following lapse of registration.
(a) A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17-21-1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse. The application shall recite the name of the domestic registered limited liability partnership and the effective date of its lapse of registration.
(b) A domestic registered limited liability 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 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 registered limited liability partnership.
(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the lapse of registration pursuant to W.S. 17-21-1101(f)(ii) and the domestic registered limited liability partnership resumes carrying on its business as if the lapse of registration had never occurred.
(e) The domestic registered limited liability partnership shall retain its registered name during the two (2) year reinstatement period.
(a) As used in this act:
(i) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association;
(ii) "Nonprofit association" means an unincorporated organization consisting of two (2) or more members joined by mutual consent for a common, nonprofit purpose. However, a joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share the use of the property for a nonprofit purpose;
(iii) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, agency, joint venture, government, governmental subdivision or instrumentality, or any other legal or commercial entity;
(iv) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(v) "This act" means W.S. 17-22-101 through 17-22-115.
Real and personal property in Wyoming may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to the state.
17-22-104. Real and personal property; nonprofit association as legatee, devisee or beneficiary.
(a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real and personal property.
(b) A nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.
17-22-105. Statement of authority as to real property.
(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county clerk in which a transfer of the property would be recorded.
(c) A statement of authority shall set forth:
(i) The name of the nonprofit association;
(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state;
(iii) The name or title of the person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and
(iv) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority shall be executed in the same manner as a deed. The person who executes the statement of authority shall not be the named person in the statement of authority authorized to transfer the estate or interest.
(e) The filing officer may collect a fee for recording the statement of authority in the amount authorized for recording a transfer of real property.
(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law five (5) years after the date of the most recent recording.
(g) If the record title to the real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the county clerk in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a transferee who gives value without notice that the person named in the statement of authority lacks authority.
(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
(b) A person is not liable for a breach of a nonprofit association's contract solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable solely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person solely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(e) A member of, or a person considered as a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered as a member by the nonprofit association.
17-22-107. Capacity to assert and defend; standing.
(a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members if one (1) or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
17-22-109. Disposition of personal property of inactive nonprofit association.
(a) If a nonprofit association has been inactive for three (3) years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:
(i) If a nonprofit association document specifies a person to whom transfer is to be made under these circumstances, to that person; or
(ii) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or governmental agency.
17-22-110. Appointment of agent to receive service of process.
(a) A nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.
(b) A statement appointing an agent shall set forth:
(i) The name of the nonprofit association;
(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state; and
(iii) The name of the person in this state authorized to receive service of process and the person's address, including the state address, in this state.
(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts the appointment. An appointed agent may resign by filing a resignation in the office of the secretary of state and giving notice to the nonprofit association.
(d) A filing officer may collect a fee of five dollars ($5.00) for filing a statement appointing an agent to receive service of process, an amendment, or a resignation.
(e) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
(f) If the secretary of state refuses to file a statement appointing an agent, the secretary of state shall return it to the nonprofit association or its representative within fifteen (15) days after the statement was delivered, together with a brief, written explanation of the reason for the refusal.
17-22-111. Claim not abated by change of members of officers.
A claim for relief against a nonprofit association does not abate solely by reason of a change in its members or persons authorized to manage the affairs of the nonprofit association.
17-22-113. Summons and complaint; service on whom.
In an action or proceeding against a nonprofit association a summons and complaint shall be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
17-22-114. Transition concerning real and personal property.
(a) If, before July 1, 1993, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on July 1, 1993 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.
(b) If, before July 1, 1993, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after July 1, 1993 the fiduciary may transfer the estate or interest to the nonprofit association in its name or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.