2021 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 21 - Uniform Partnership Act
Article 11 - Registered Limited Liability Partnerships
Section 17-21-1104 - Applicability of Act to Foreign and Interstate Commerce.

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.