reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-116 - Dissolution.

17-11-116. Dissolution.
The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation and creditors thereof have been paid in full. If the corporation is a nonprofit corporation the assets remaining after payment in full of all amounts due creditors and the members of the corporation shall be paid only to charitable or educational organizations and institutions, in accordance with the articles of incorporation and bylaws of the corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-117 - Corporations Designated "State Development Companies" for Purposes of Federal Law.

17-11-117. Corporations designated "state development companies" for purposes of federal law.
Any corporation organized under the provisions of this act shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any similar federal legislation, and shall be authorized to operate on a statewide basis.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-118 - Exemption From Securities Registration.

17-11-118. Exemption from securities registration.
Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-119 - Tax Exemptions, Credits or Privileges.

17-11-119. Tax exemptions, credits or privileges.
Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 11 - Industrial Corporations › Section 17-11-120 - Filing Fees.

17-11-120. Filing fees.
Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630, and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-101 - Certificate of Ditch Company.

17-12-101. Certificate of ditch company.
Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a ditch or ditches for the purpose of conveying water to any mines, mills or lands to be used for mining, milling or irrigating of lands, they shall in their certificate, in addition to the matters required in the first section of this article, specify as follows: the stream or streams from which the water is to be taken out; the line of said ditch or ditches, as near as may be, and the use to which said water is intended to be applied.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-102 - Right-of-Way of Ditch Company; Interference With Prior Ditch and Water Rights.

17-12-102. Right-of-way of ditch company; interference with prior ditch and water rights.
Any ditch company formed under the provisions of this article shall have the right-of-way over the lines named in the certificate, and shall also have the right to run the water of the stream or streams named in the certificate through their ditch or ditches; provided, that the lines proposed shall not interfere with any other ditch whose rights are prior to those acquired under this article and by virtue of said certificate. Nor shall the water of any stream be directed from its original channel to the detriment of any miners, mill men or others along the line of said stream, or who may have a priority of right, and there shall be at all times left sufficient water in said stream for the use of miners and agriculturists who may have a prior right to such water along said stream.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-103 - Proper Condition of Ditches.

17-12-103. Proper condition of ditches.
Every ditch company organized under the provisions of this article shall be required to keep the banks of their ditch or ditches in good condition, so that the water shall not be allowed to escape from the same, to the injury of any mining claim, road, ditch or other property located and held prior to the location of such ditch; and whenever it is necessary to convey any ditch over, or across, or above any lode or mining claim, the company shall, if necessary to keep the water of said ditch out from any claim, flume the ditch so far as necessary to protect such claim or property from the water of said ditch; provided, that in all cases where the ditch has priority of right by location, the owners of such claim or property shall be compelled to protect themselves from any damages that might be created by said ditch, and the owner of such claim shall be liable for any damages resulting to said ditch by reason of the works or operations performed on such claim or property.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-104 - Applicability of w.s. 17-12-101 Through 17-12-104 to Existing Companies.

17-12-104. Applicability of W.S. 17-12-101 through 17-12-104 to existing companies.
This act shall apply to all ditch companies already formed and incorporated under the laws of Wyoming.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-105 - Authority of Ditch and Water Companies to Issue Bonds and Mortgage Property.

17-12-105. Authority of ditch and water companies to issue bonds and mortgage property.
Every corporation organized under the laws of Wyoming for the purpose of constructing or operating a system of waterworks, within the corporate limits of any city or town, and every ditch and water company organized under the laws of Wyoming shall have power, and is hereby authorized to mortgage or execute deeds of trust in whole or in part, of their real and personal property and franchises, to secure money borrowed by them for the construction or operation of their waterworks, or ditches, and may also issue their corporate bonds, to make all of said bonds payable to bearer, or otherwise, negotiable by delivery and bearing interest at such rates, and may sell the same at such rates and prices as they may deem proper; and said bonds shall be made payable at such times, and the principal and interest thereof may be made payable within or without this state, at such place or places as may be determined upon by said company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-106 - Certificate of Flume Company.

17-12-106. Certificate of flume company.
When any company shall organize under the provisions of this article to form a company for the purpose of constructing a flume, their certificate, in addition to the matters required in the first section of this article, shall specify as follows: the place of beginning, the termini and the route so near as may be, and the purpose for which such flume is intended, and when organized according to the provisions of this chapter, said company shall have the right-of-way over the line proposed in such certificate for such flume; provided, it does not conflict with the right of any farmer, fluming, ditching or other company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 12 - Miscellaneous Companies › Section 17-12-107 - Certificate of Telegraph Company.

17-12-107. Certificate of telegraph company.
Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a line or lines of magnetic telegraph in this state, their certificate shall specify as follows: the termini of such line or lines, and the counties through which they shall pass; and such corporation is hereby authorized to construct said telegraph line or lines from point to point along and upon any of the public roads, by the erection of the necessary fixtures, including posts, piers and abutments, necessary for the wires; provided, that the same shall not incommode the public in the use of said roads or highways.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-202 - Definitions.

17-14-202. Definitions.
(a) As used in this act, unless the context otherwise requires:
(i) "Certificate of limited partnership" means the certificate referred to in W.S. 17-14-301, and the certificate as amended or restated;
(ii) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;
(iii) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in W.S. 17-14-502;
(iv) "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners;
(v) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;
(vi) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;
(vii) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of this state and having one (1) or more general partners and one (1) or more limited partners;
(viii) "Partner" means a limited or general partner;
(ix) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;
(x) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
(xi) "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation;
(xii) "State" means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico;
(xiii) "Certificate of continuance" means the certificate issued under the provisions of this act to continue a foreign limited partnership in this state;
(xiv) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503;
(xv) "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership;
(xvi) "This act" means W.S. 17-14-201 through 17-14-1104.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-203 - Name.

17-14-203. Name.
(a) The name of each limited partnership as set forth in its certificate of limited partnership:
(i) Shall contain without abbreviation the words "limited partnership";
(ii) Shall not contain the name of a limited partner unless:
(A) It is also the name of a general partner or the corporate name of a corporate general partner; or
(B) The business of the limited partnership had been carried on under that name before the admission of that limited partner.
(iii) Repealed by Laws 1995, ch. 45, 2.
(iv) 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 as provided in W.S. 17-16-401.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-204 - Reservation of Name.

17-14-204. Reservation of name.
(a) The exclusive right to the use of a name may be reserved by:
(i) Any person intending to organize a limited partnership under this act and to adopt that name;
(ii) Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
(iii) Any foreign limited partnership intending to register in this state and adopt that name; and
(iv) Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.
(b) The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days. The reservation of a name is not renewable. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-205 - Specified Office and Agent.

17-14-205. Specified office and agent.
(a) Each limited partnership shall continuously maintain in this state:
(i) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and
(ii) A registered agent for service of process on the limited partnership as provided in W.S. 17-28-101 through 17-28-111.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited partnerships.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-206 - Records to Be Kept.

17-14-206. Records to be kept.
(a) Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following:
(i) A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the limited partners;
(ii) A copy of the certificate of limited partnership and all certificates of amendment thereto, and any application for and certificate of continuance, together with executed copies of any powers of attorney pursuant to which any certificate or application has been executed;
(iii) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;
(iv) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three (3) most recent years; and
(v) Unless contained in a written partnership agreement, a writing setting out:
(A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
(B) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(C) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and
(D) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
(b) Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-207 - Nature of Business.

17-14-207. Nature of business.
A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-208 - Business Transactions of Partner With Partnership.

17-14-208. Business transactions of partner with partnership.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-209 - Fees.

17-14-209. Fees.
(a) The secretary of state shall charge and collect the following fees:
(i) For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00);
(ii) For filing a certificate of amendment or cancellation, or for filing a reservation of name, sixty dollars ($60.00);
(iii) Repealed By Laws 2000, Ch. 35, 2.
(iv) Repealed By Laws 2000, Ch. 35, 2.
(v) For registering a foreign limited partnership, a fee of one hundred fifty dollars ($150.00).
(b) In addition to the fees provided under subsection (a) of this section, each limited partnership or foreign limited partnership shall comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation.
(c) Any limited partnership or foreign limited partnership failing to comply with subsection (b) of this section or failing to pay any penalty imposed under W.S. 17-28-109 may be dissolved or its franchise revoked by the secretary of state as if it were a corporation.
(d) Notwithstanding any other provisions of this section, any Wyoming limited partnership dissolved or whose franchise is revoked under subsection (c) of this section may be reinstated as provided in W.S. 17-14-905.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 2 - General Provisions › Section 17-14-210 - Powers.

17-14-210. Powers.
The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-301 - Certificate of Limited Partnership.

17-14-301. Certificate of limited partnership.
(a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth:
(i) The name of the limited partnership;
(ii) Repealed by Laws 1995, ch. 45, 2.
(iii) The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205;
(iv) The name and the business address of each general partner;
(v) The amount of cash and a description and statement of the agreed value of the other property or services contributed or to be contributed in the future;
(vi) Repealed by Laws 1995, ch. 45, 2.
(vii) Repealed by Laws 1995, ch. 45, 2.
(viii) Repealed by Laws 1995, ch. 45, 2.
(ix) Repealed by Laws 1995, ch. 45, 2.
(x) Repealed by Laws 1995, ch. 45, 2.
(xi) Repealed by Laws 1995, ch. 45, 2.
(xii) Repealed by Laws 1995, ch. 45, 2.
(xiii) The latest date upon which the limited partnership is to dissolve;
(xiv) Whether the limited partnership is a limited liability limited partnership; and
(xv) Any other matters the partners determine to include therein.
(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-302 - Amendment of Certificate.

17-14-302. Amendment of certificate.
(a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
(i) The name of the limited partnership;
(ii) The date of filing the certificate; and
(iii) The amendment to the certificate.
(b) Within thirty (30) days after the occurrence of any of the following events and except as provided by subsection (f) of this section, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
(i) Repealed by Laws 1995, ch. 45, 2.
(ii) The admission of a new general partner;
(iii) The withdrawal of a general partner; or
(iv) Repealed By Laws 1999, ch. 145, 2.
(v) The election of all the partners to become a limited liability limited partnership.
(c) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
(d) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(e) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the periods [period] specified in subsection (b) or (f) of this section, whichever applies.
(f) An amendment to a certificate of limited partnership reflecting the occurrence of any event specified by subsection (b) of this section for a partnership comprised of ten (10) partners or less, who are natural persons, may be filed annually instead of within the thirty (30) day period prescribed by subsection (b) of this section. The amendment certificate shall reflect all events specified by subsection (b) of this section which occurred during the calendar year and shall be filed in the office of the secretary of state no later than January 31 of the year following the year for which the amendment certificate applies.
(g) A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-303 - Cancellation of Certificate.

17-14-303. Cancellation of certificate.
(a) A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
(i) The name of the limited partnership;
(ii) The date of filing of its certificate of limited partnership;
(iii) The reason for filing the certificate of cancellation;
(iv) The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and
(v) Any other information the general partners filing the certificate determine.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-304 - Execution of Certificates.

17-14-304. Execution of certificates.
(a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:
(i) An original certificate of limited partnership shall be signed by all general partners;
(ii) A certificate of amendment shall be signed by at least one (1) general partner and by each other general partner designated in the certificate as a new general partner; and
(iii) A certificate of cancellation shall be signed by all general partners.
(b) Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
(c) The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-305 - Execution by Judicial Act.

17-14-305. Execution by judicial act.
If a person required by W.S. 17-14-304 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the district court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-306 - Filing in Office of Secretary of State.

17-14-306. Filing in office of secretary of state.
(a) Two (2) signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:
(i) Endorse on each duplicate original the word "Filed" and the day, month and year of the filing thereof;
(ii) File one (1) duplicate original in his office; and
(iii) Return the other duplicate original to the person who filed it or his representative.
(b) Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.
(c) If the secretary of state refuses to file a certificate under subsection (a) of this section, the secretary of state shall return it to the person who delivered it or to the person's representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-307 - Liability for False Statement in Certificate.

17-14-307. Liability for false statement in certificate.
(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
(i) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
(ii) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under W.S. 17-14-305.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-308 - Scope of Notice.

17-14-308. Scope of notice.
The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 3 - Formation; Certificate of Limited Partnership › Section 17-14-309 - Delivery of Certificates to Limited Partners.

17-14-309. Delivery of certificates to limited partners.
Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked "Filed", the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 4 - Limited Partners › Section 17-14-401 - Admission of Limited Partners.

17-14-401. Admission of limited partners.
(a) A person becomes a limited partner:
(i) At the time the limited partnership is formed; or
(ii) At any later time specified in the records of the limited partnership for becoming a limited partner.
(b) Repealed by Laws 1995, ch. 45, 2.
(c) After the limited partnership is formed, a person may be admitted as an additional limited partner:
(i) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
(ii) In the case of an assignee of a partnership interest of a partner who has the power, as provided in W.S. 17-14-804, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 4 - Limited Partners › Section 17-14-402 - Voting.

17-14-402. Voting.
Subject to W.S. 17-14-403, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 4 - Limited Partners › Section 17-14-404 - Person Erroneously Believing Himself Limited Partner.

17-14-404. Person erroneously believing himself limited partner.
(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(i) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(ii) Withdraws from future equity participation in the enterprise.
(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise:
(i) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(ii) Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 4 - Limited Partners › Section 17-14-405 - Information.

17-14-405. Information.
(a) Each limited partner has the right to:
(i) Inspect and copy any of the partnership records required to be maintained by W.S. 17-14-206; and
(ii) Obtain from the general partners from time to time upon reasonable demand:
(A) True and full information regarding the state of the business and financial condition of the limited partnership;
(B) Promptly after becoming available, a copy of the limited partnership's federal, state and local income tax returns for each year; and
(C) Other information regarding the affairs of the limited partnership as is just and reasonable.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 5 - General Partners › Section 17-14-501 - Admission of Additional General Partners.

17-14-501. Admission of additional general partners.
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 5 - General Partners › Section 17-14-502 - Events of Withdrawal.

17-14-502. Events of withdrawal.
(a) Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
(i) The general partner withdraws from the limited partnership as provided in W.S. 17-14-702;
(ii) The general partner ceases to be a member of the limited partnership as provided in W.S. 17-14-802;
(iii) The general partner is removed as a general partner in accordance with the partnership agreement;
(iv) Unless otherwise provided in writing in the partnership agreement, the general partner:
(A) Makes an assignment for the benefit of creditors;
(B) Files a voluntary petition in bankruptcy;
(C) Is adjudicated as bankrupt or insolvent;
(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
(F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.
(v) Unless otherwise provided in writing in the partnership agreement, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
(vi) In the case of a general partner who is a natural person:
(A) His death; or
(B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate.
(vii) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
(viii) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
(ix) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
(x) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 5 - General Partners › Section 17-14-503 - General Powers and Liabilities.

17-14-503. General powers and liabilities.
(a) Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.
(b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a partner.
(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner of a limited liability limited partnership. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the election by all the partners to become a limited liability limited partnership. For purposes of this section, the obligation of a limited partnership under contract is deemed to arise at the time the limited partnership entered into the contract.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 5 - General Partners › Section 17-14-504 - Contributions By, and Distributions To, General Partner.

17-14-504. Contributions by, and distributions to, general partner.
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in the distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 5 - General Partners › Section 17-14-505 - Voting.

17-14-505. Voting.
The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 6 - Finance › Section 17-14-602 - Liability for Contribution.

17-14-602. Liability for contribution.
(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the stated contribution that has not been made.
(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 6 - Finance › Section 17-14-603 - Sharing of Profits and Losses.

17-14-603. Sharing of profits and losses.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 6 - Finance › Section 17-14-604 - Sharing of Distributions.

17-14-604. Sharing of distributions.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-701 - Interim Distributions.

17-14-701. Interim distributions.
(a) Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
(i) Amended into (a) by Laws 1995, ch. 45, 1.
(ii) Repealed by Laws 1995, ch. 45, 2.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-702 - Withdrawal of General Partner.

17-14-702. Withdrawal of general partner.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-703 - Withdrawal of Limited Partner.

17-14-703. Withdrawal of limited partner.
(a) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at his address on the books of the limited partnership at its office in this state. The provisions of this subsection shall apply to limited partnerships formed under this act prior to July 1, 1999, unless the limited partnership properly adopts the provisions of subsection (b) of this section.
(b) A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. This subsection applies to limited partnerships formed under this act on or after July 1, 1999. A limited partnership formed under this act prior to July 1, 1999, may adopt the provisions of this subsection by filing a certificate of amendment with the secretary of state after July 1, 1999 that expressly refers to and adopts this subsection.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-704 - Distribution Upon Withdrawal.

17-14-704. Distribution upon withdrawal.
Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-705 - Distribution in Kind.

17-14-705. Distribution in kind.
Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.