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2012 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 21 - UNIFORM PARTNERSHIP ACT
17-21-1101. Registered limited liability partnerships.

Universal Citation:
WY Stat § 17-21-1101 (through 2012)
Learn more This media-neutral citation is based on the American Association of Law Libraries Universal Citation Guide and is not necessarily the official citation.

(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(c) Repealed By Laws 2000, Ch. 35, 2.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(e) Repealed By Laws 2000, Ch. 35, 2.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(i) It is voluntarily withdrawn by filing with the office of the secretary of state a written statement of withdrawal executed by one (1) or more partners authorized to execute a statement of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 the first date of publication by the office of the secretary of state of notice that the partnership has failed to make timely payment of the annual fee specified in subsection (n) of this section, unless the fee is paid within the sixty (60) day period. The secretary of state shall mail such notice by first class mail to the last known mailing address of the partnership and shall publish the notice once a week for two (2) consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the partnership is located. 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. 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) 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.

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