This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law. ARTICLE 10 - MISCELLANEOUS PROVISIONS 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. 17-21-1002. Short title. This chapter may be cited as the "Uniform Partnership Act." 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. ARTICLE 11 - REGISTERED LIMITED LIABILITY PARTNERSHIPS 17-21-1101. Registered limited liability partnerships. (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. 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. 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. CHAPTER 22 - UNIFORM UNINCORPORATED NONPROFIT ASSOCIATION ACT
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