2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 16 - Wyoming Business Corporation Act
Article 15 - Foreign Corporations
Section 17-16-1535 - Reinstatement Following Revocation of Certificate of Authority.
17-16-1535. Reinstatement following revocation of certificate of authority.
(a) An officer or other person with proper authority at the time a foreign corporation had its certificate of authority revoked under W.S. 17-16-1531 may apply to the secretary of state for reinstatement of its certificate of authority within two (2) years after the effective date of revocation. Reinstatement may be denied by the secretary of state if the corporation has been the subject of a secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall:
(i) Recite the name of the corporation and the effective date of the revocation of its certificate of authority;
(ii) State that the ground or grounds for revocation either did not exist or have been eliminated;
(iii) Reserved;
(iv) If the foreign corporation's certificate of authority was revoked for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630, include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed pursuant to W.S. 17-16-122;
(v) If the foreign corporation's certificate of authority was revoked for failure to maintain a registered agent, include payment of a two hundred fifty dollar ($250.00) reinstatement fee and payment of any fees and taxes then delinquent; and
(vi) Include proof that the foreign corporation is currently in good standing in the state of formation.
(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, he shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of the certificate of authority and the foreign corporation resumes carrying on its business as if the revocation had never occurred.
(d) The foreign corporation shall retain its registered corporate name during the two (2) year reinstatement period.
(e) If more than two (2) years has elapsed since the revocation of a foreign corporation's certificate of authority, the foreign corporation may reapply for a certificate of authority to transact business pursuant to W.S. 17-16-1503. If the foreign corporation continues transacting business in Wyoming after the two (2) year period elapsed, the foreign corporation shall be subject to the penalty for transacting business without authority as set forth in W.S. 17-16-1502(d).
(f) A person who files any document under this section without proper corporate authority to do so is in violation of W.S. 6-5-308.
