2022 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 29 - Wyoming Limited Liability Company Act
Article 10 - Merger, Conversion, Continuance, Transfer and Domestication
Section 17-29-1010 - Continuance.
17-29-1010. Continuance.
(a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization's domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued continuing the organization in Wyoming as if it had been organized as a limited liability company in this state. The certificate of registration may be subject to any limitations and conditions as may appear proper to the secretary of state.
(b) The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the foreign jurisdiction in which the organization was previously organized.
(c) The articles of continuance filed by a foreign organization with the secretary of state shall contain:
(i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter;
(ii) The names of the organization and the foreign jurisdiction in which it has previously been lawfully organized;
(iii) The date of organization;
(iv) The address of its principal mailing address;
(v) The name and address of the proposed registered agent in this state;
(vi) Reserved;
(vii) Repealed By Laws 2014, Ch. 65, § 2.
(viii) Repealed By Laws 2014, Ch. 65, § 2.
(ix) Repealed By Laws 2014, Ch. 65, § 2.
(x) Any additional information permitted in articles of organization under W.S. W.S. 17-29-201.
(d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the organization.
(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the organization's articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Revised Uniform Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued organization. The organization may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance.
(f) Except for the purpose of W.S. 16-6-101 through 16-6-118, the existence of any organization heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the organization commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to an organization continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign organization is continued under this act, the continuance shall not affect the ownership of its property, or its liability for any existing obligations, causes of action, claims, pending or threatened prosecution or civil or administration actions, convictions, rulings, orders or judgments.
(g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership.
