2020 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 28 - Registered Offices and Agents
Section 17-28-109 - Actions Against Registered Agents.
17-28-109. Actions against registered agents.
(a) The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation, with respect to each entity represented, of this chapter for which no other specific penalty is provided, and may deny or revoke any registration, require enhanced recordkeeping and refuse to accept filings for business entities served by a registered agent if the registered agent, or in the case of registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity:
(i) Has failed to make application for registration as a commercial registered agent under W.S. 17-28-105 if applicable;
(ii) Has failed to maintain records as required by W.S. 17-28-107;
(iii) Cannot be served at the address of the registered office;
(iv) Has willfully violated or willfully failed to comply with any provision of this chapter; or
(v) Cannot be located at the address on the application provided to the secretary of state.
(b) A registered agent has complied with W.S. 17-28-107 if he has timely requested from the entity, either by certified letter or through an engagement letter or other similar document, that the required information be provided and be kept current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. It shall be a defense to an action under paragraph (a)(ii) of this section if the registered agent notifies the secretary of state of the entity's failure to provide the required information or of the registered agent's belief that the information is inaccurate, and the registered agent resigns within sixty (60) days after the date the certified letter requesting information has been sent. No fee shall be assessed a registered agent resigning pursuant to this subsection.
(c) The secretary of state may deny or revoke the registration of a registered agent who has been convicted of any felony or has had an application for commercial registered agent denied or revoked, or in the case of a registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity have been convicted of any felony or have had an application for commercial registered agent denied or revoked.
(d) In any action pursuant to this section the prevailing party may recover costs of investigation, court costs and attorney's fees.
(e) It shall be a defense to any violation under this section if the agent, in the exercise of reasonable diligence could not have known that:
(i) The information maintained by the agent is inaccurate;
(ii) The information provided by the entity represented is inaccurate; or
(iii) An entity used the registered agent's identity or address without the registered agent's knowledge or consent.
(f) The secretary of state may deny registration, require enhanced recordkeeping and refuse to accept filings from any registered agent pursuant to this section without a contested case hearing. If a contested case hearing is requested, this authority shall only apply until the hearing is resolved.
(g) Any penalty imposed against a registered agent pursuant to this act shall be paid pursuant to the final order as issued by the secretary of state. If the penalty is not paid within sixty (60) days of the order, or according to an alternate schedule indicated in the order, the secretary of state may refuse all filings by a registered agent until the penalty is paid. In addition, in the case of a registered agent that is a corporation or other business entity, the secretary of state may administratively dissolve the entity or revoke its certificate of authority if the penalty is not paid as provided in this subsection.
