reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-111 - Failure to Maintain Registered Agent or Registered Office or Pay Annual Fee.

17-23-111. Failure to maintain registered agent or registered office or pay annual fee.
If any statutory trust has failed to comply with the provisions of W.S. 17-28-101 through 17-28-111 or has failed to pay the fee required by W.S. 17-23-117, it is transacting business within this state without authority and shall forfeit any franchises, rights or privileges acquired under the laws of this state. The forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply. Unless compliance is made within sixty (60) days of mailing or electronic submission of the notice, the statutory trust shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Any defunct statutory trust may at any time within two (2) years after the forfeiture of its certificate, be revived and reinstated, by filing the necessary statement under this chapter and paying the prescribed fee, together with a penalty of one hundred dollars ($100.00). The statutory trust shall retain its registered name during the two (2) year reinstatement period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-112 - Existence of Statutory Trust.

17-23-112. Existence of statutory trust.
(a) Except to the extent otherwise provided in the governing instrument, the statutory trust shall have perpetual existence.
(b) Except to the extent otherwise provided in the governing instrument, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-113 - Applicability of Trust Law.

17-23-113. Applicability of trust law.
Except to the extent otherwise provided in the governing instrument or in this chapter, the laws of this state pertaining to trusts are hereby made applicable to statutory trusts. A statutory trust complying with the provisions of this chapter shall not be considered a financial institution as defined in W.S. 13-1-101(a)(ix).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-114 - Certificate of Trust; Amendment; Cancellation.

17-23-114. Certificate of trust; amendment; cancellation.
(a) Every statutory trust shall file a certificate of trust in the office of the secretary of state. The certificate of trust shall set forth:
(i) The name of the statutory trust, which 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 required by W.S. 17-16-401;
(ii) The name and the business address of at least one (1) of the trustees authorized to manage the statutory trust;
(iii) The future effective date or time of the certificate if it is not to be effective upon the filing of the certificate; and
(iv) Any other information the trustee determines to include.
(b) A certificate of trust may be amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment shall set forth:
(i) The name of the statutory trust;
(ii) The amendment to the certificate; and
(iii) The future effective date or time of the certificate if it is not to be effective upon the filing of the certificate.
(c) A certificate of trust may be amended at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a certificate of trust was false when made or that any matter described has changed making the certificate false in any material respect, shall promptly file a certificate of amendment.
(d) A certificate of trust shall be canceled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
(i) The name of the statutory trust;
(ii) The date of filing of its certificate of trust;
(iii) The future effective date or time of cancellation if it is not to be effective upon the filing of the certificate; and
(iv) Any other information the trustee determines to include.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-115 - Execution of Certificate.

17-23-115. Execution of certificate.
(a) Each certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner:
(i) A certificate of trust shall be signed by at least one (1) of the trustees;
(ii) A certificate of amendment shall be signed by at least one (1) of the trustees;
(iii) A certificate of cancellation shall be signed by all of the trustees or as otherwise provided in the governing instrument;
(iv) If a statutory trust is filing a certificate of merger or consolidation, the certificate of merger or consolidation shall be signed by all of the trustees or as otherwise provided in the governing instrument. If the certificate of merger or consolidation is being filed by another business entity, the certificate of merger or consolidation shall be signed by a person authorized to execute the instrument on behalf of the other business entity; and
(v) The certificate of trust shall be accompanied by a written consent to appointment manually signed by the registered agent.
(b) The execution of a certificate by a trustee constitutes an oath or affirmation, under the penalties of false swearing of W.S. 6-5-303, that, to the best of the trustee's knowledge and belief, the facts stated are true.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-116 - Filing of Certificate; Effective Date; Fee; Organization.

17-23-116. Filing of certificate; effective date; fee; organization.
(a) The original signed copy together with a duplicate copy, which may be either a signed or conformed copy, of the certificate of trust and any certificates of amendment or cancellation or any certificate of merger or consolidation shall be delivered to the secretary of state. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required he shall:
(i) Certify that the certificate of trust, the certificate of amendment, the certificate of cancellation or the certificate of merger or consolidation has been filed in his office by endorsing upon the original and duplicate copy of the certificate the word "Filed," and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;
(ii) File and index the original endorsed certificate; and
(iii) Issue a certificate of organization to which he shall affix the duplicate copy of the certificate of trust. In the case of the filing of any certificate other than a certificate of trust, the secretary of state shall return the duplicate copy, similarly endorsed, to the person who filed it or his representative.
(b) A certificate of trust, certificate of amendment, certificate of cancellation or certificate of merger or consolidation which acts as a certificate of cancellation shall be effective as provided in W.S. 17-23-118.
(c) A fee as set forth in W.S. 17-23-117 shall be paid at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of cancellation or a certificate of merger or consolidation.
(d) Upon the issuance of the certificate of organization, the statutory trust shall be considered organized. The certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the trustee and beneficial owners have been complied with and that the statutory trust has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the statutory trust.
(e) A statutory trust shall not transact business or incur indebtedness, except that which is incidental to its organization or until the secretary of state has issued a certificate of organization.
(f) If the secretary of state refuses to file a certificate of trust, certificate of amendment, certificate of cancellation or certificate of merger or consolidation under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the certificate was delivered, together with a brief, written explanation of the reason for the refusal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-117 - Administration; Filing, Service and Copying Fees; Annual Fee.

17-23-117. Administration; filing, service and copying fees; annual fee.
(a) The secretary of state has the power reasonably necessary to perform the duties required by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.
(b) The secretary of state shall set and collect filing, service and copying fees to recover costs to administer this chapter. Fees shall not exceed the costs of providing these services.
(c) The secretary of state shall collect an annual tax of one hundred dollars ($100.00), due and payable January 2 of each year. This tax is delinquent if not paid by February 1 and an addition to the tax shall then be due of one hundred dollars ($100.00).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-118 - Effective Time and Date of Document.

17-23-118. Effective time and date of document.
(a) Except as provided in subsection (b) of this section, a document accepted for filing is effective:
(i) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original document; or
(ii) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, which shall be a date and time certain, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than ninety (90) days after the date it is filed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-119 - Reserved Name.

17-23-119. Reserved name.
(a) A person may apply to reserve the exclusive use of a statutory trust name by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the statutory trust name applied for is available, the secretary shall file the application and reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty (120) day period.
(b) The owner of a reserved statutory trust name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-120 - Derivative Actions.

17-23-120. Derivative actions.
(a) A beneficial owner may bring an action in the district court in the right of a statutory trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the action is not likely to succeed.
(b) In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and:
(i) At the time of the transaction of which he complains; or
(ii) His status as a beneficial owner had devolved upon him by operation of law or pursuant to the terms of the governing instrument of the statutory trust from a person who was a beneficial owner at the time of the transaction.
(c) In a derivative action, the complaint shall set forth with particularity the effort, if any, of the plaintiff to secure initiation of the action by the trustees, or the reasons for not making the effort.
(d) If a derivative action is successful, in whole or in part, or if anything is received by a statutory trust as a result of a judgment, compromise or settlement of any derivative action, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees. If anything is so received by the plaintiff, the court shall make the award of the plaintiff's expenses payable out of those proceeds and direct the plaintiff to remit to the statutory trust the remainder of the proceeds. If those proceeds are insufficient to reimburse the plaintiff's reasonable expenses, the court may direct that any award of plaintiff's expenses or portion thereof be paid by the statutory trust.
(e) A beneficial owner's right to bring a derivative action may be subject to additional standards and restrictions, if any, as are set forth in the governing instrument, including, without limitation, the requirement that beneficial owners owning a specified beneficial interest in the statutory trust join in the bringing of the derivative action.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-121 - Indemnification.

17-23-121. Indemnification.
(a) Subject to standards and restrictions, if any, as are set forth in the governing instrument, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.
(b) The absence of a provision for indemnity in the governing instrument shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to the person under the laws of this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 3 - Effectiveness › Section 17-23-301 - Reserved Power of State to Amend or Repeal Chapter.

17-23-301. Reserved power of state to amend or repeal chapter.
All provisions of this chapter may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 3 - Effectiveness › Section 17-23-302 - Construction and Application of Chapter and Governing Instrument.

17-23-302. Construction and application of chapter and governing instrument.
(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(b) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 24 - Business Names › Section 17-24-101 - Business Entity Name; Limited Rights.

17-24-101. Business entity name; limited rights.
(a) The authorization granted under this title by the secretary of state to file articles of incorporation, a certificate of limited partnership, articles of organization, articles of formation, a certificate of trust or other similar document authorizing the transaction of business in this state under a corporate, limited partnership, limited liability company, statutory trust, statutory foundation or other business entity name or to reserve a 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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-102 - Application of Wyoming Limited Liability Company Act.

17-25-102. Application of Wyoming Limited Liability Company Act.
(a) The Wyoming Limited Liability Company Act applies to close limited liability companies to the extent not inconsistent with the provisions of this chapter and the powers provided the secretary of state by W.S. 17-29-1102 shall apply to this supplement.
(b) This chapter does not repeal or modify any statute or rule of law that is or would apply to a limited liability company that is organized under the Wyoming Limited Liability Company Act that does not elect to become a close limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-103 - Definition and Election of Close Limited Liability Company Status.

17-25-103. Definition and election of close limited liability company status.
(a) A close limited liability company is a limited liability company whose articles of organization contain a statement that the company is a close limited liability company.
(b) A limited liability company formed under W.S. 17-29-101 through 17-29-1102 may convert to a close limited liability company by amending its articles of organization to include the statement required by subsection (a) of this section.
(c) A statement in substantially the following form shall appear conspicuously in the operating agreement and on any certificates of ownership in a close limited liability company:
NOTICE OF RESTRICTIONS ON TRANSFERS AND WITHDRAWALS
The rights of members in a close limited liability company may differ materially from the rights of members in other limited liability companies. The Close Limited Liability Company Supplement, articles of organization, and operating agreement of a close limited liability company may restrict transfer of ownership interests, withdrawal or resignation from the company, return of capital contributions and dissolution of the company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-104 - Formation.

17-25-104. Formation.
Any person may form a close limited liability company which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the close limited liability company need not be a member of the company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-105 - Articles of Organization.

17-25-105. Articles of organization.
The articles of organization of a close limited liability company shall include a statement that the company is a close limited liability company and shall set forth the matters required by W.S. 17-29-201.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-106 - Management.

17-25-106. Management.
Management of a close limited liability company shall be vested in its members which, unless otherwise provided in the operating agreement, shall be in proportion to the division of profits and losses among members. If provision is made for it in the articles of organization, management of the company may be vested in a manager or managers who shall be appointed in the articles of organization or operating agreement or elected by the members in the manner prescribed by the operating agreement of the company. The manager or managers, or persons appointed by the manager or managers, shall also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement of the company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-107 - Withdrawal of Members and Return of Members' Contributions to Capital.

17-25-107. Withdrawal of members and return of members' contributions to capital.
(a) A member may only withdraw from a close limited liability company upon the terms and conditions set forth in the operating agreement. If no terms and conditions for withdrawal of a member are set forth in the company s operating agreement, a member may withdraw only with the consent of all other members of the company.
(b) A member shall not receive out of close limited liability company property any part of his or its contribution to capital unless:
(i) All liabilities of the company, except liabilities to members on account of their contributions to capital, have been paid or there remains property of the company sufficient to pay them; and
(ii) All members consent to such return of contributions to capital; and either:
(A) The company is dissolved; or
(B) The articles of organization or operating agreement of the company otherwise provide for the return of contributions to capital.
(iii) Repealed By Laws 2008, Ch. 116, 2.
(iv) Repealed By Laws 2008, Ch. 116, 2.
(c) In the absence of a statement in the articles of organization to the contrary or the consent of all members of the close limited liability company, a member, irrespective of the nature of his or its contribution, has only the right to demand and receive cash in return for his or its contribution to capital.
(d) A member of a close limited liability company may not have the company dissolved for a failure to return his or its contribution to capital.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-108 - Dissolution.

17-25-108. Dissolution.
(a) A close limited liability company organized under this chapter shall be dissolved upon the occurrence of any of the following events:
(i) When the period fixed for the duration of the company expires;
(ii) By the unanimous written agreement of all members; or
(iii) At the time or upon the occurrence of events specified in the operating agreement.
(b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a close limited liability company, the company shall execute a statement of intent to dissolve in the form prescribed by the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-110 - Sharing of Profits and Losses; Distributions.

17-25-110. Sharing of profits and losses; distributions.
(a) A close limited liability company may divide and allocate the profits and losses of its business among the members and transferees of the company upon the basis provided in the operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the value of contributions to the company by each member and transferee to the extent they have been received by the company and have not been returned.
(b) Distributions by a close limited liability company before its dissolution and winding up may be made among the members and transferees of the company upon the basis provided in the operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the value of contributions to the company by each member and transferee to the extent they have been received by the company and have not been returned.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 25 - Close Limited Liability Company Supplement › Section 17-25-111 - Transferability of Interest.

17-25-111. Transferability of interest.
All interests in a close limited liability company, including transferable interests, shall only be transferred as provided in the operating agreement. If the operating agreement does not so provide, no transfer of a close limited liability company interest, including a transferable interest, shall be made without the consent of all members of the company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 26 - Conversion › Section 17-26-101 - Conversion of Entities.

17-26-101. Conversion of entities.
(a) Any entity, domestic or foreign, may convert to any other entity, domestic or foreign, pursuant to this section. As used in this section, "entity" means any entity authorized to be formed under this title and organized under the laws of this state or the laws of another state that are the functional equivalent.
(b) A domestic entity may be converted into any form of foreign entity recognized in that foreign jurisdiction pursuant to this section.
(c) A foreign entity may be converted into a domestic entity if the conversion is authorized pursuant to the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, registration statement or other document of similar import filed or recorded by or for an entity in the jurisdiction in which the entity is formed.
(d) The converting domestic or foreign entity shall approve the terms and conditions of the conversion in accord with the documents enumerated in subsection (c) of this section.
(e) After the conversion is approved, the newly converted domestic entity shall file the appropriate document of organization as enumerated in subsection (c) of this section and include:
(i) Information that clearly names and identifies the converting entity and the newly converted entity;
(ii) The state of original formation and the date of original organization; and
(iii) Proof that conversion is approved by the owners or members of the converting entity in accordance with the authority given the converting entity.
(f) The conversion takes effect when the appropriate document of organization enumerated in subsection (c) of this section is filed or at any later date specified in the document.
(g) Upon conversion, all property owned by the converting entity remains in the newly converted entity. All obligations of the converting entity continue as obligations of the newly converted entity. Any action or proceeding pending against the converting entity may be continued as if the conversion had not occurred.
(h) The secretary of state shall charge a fee to convert an entity. Unless otherwise specified by law, the fee for conversion shall be equal to the fee for the origination of the newly converted entity type.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 27 - Electronic Annual Reports › Section 17-27-101 - Electronic Filing of Annual Reports Authorized; Rules; Penalty.

17-27-101. Electronic filing of annual reports authorized; rules; penalty.
(a) Notwithstanding any other provision of law, any entity required to file an annual report and pay an annual license fee under title 17 of the Wyoming statutes, may be authorized by rules of the secretary of state to file the annual report electronically and pay the annual license fee through credit card, electronic funds transfer or by other means. For each electronically transmitted annual report filed in the office of the secretary of state, the office shall assign a unique number to the filed report, create a record that bears the number assigned and the date and time of filing, and maintain the filed annual report for public inspection.
(b) Repealed by Laws 2008, Ch. 91, 3.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-102 - Change of Registered Office or Registered Agent.

17-28-102. Change of registered office or registered agent.
(a) A business entity may change its registered office or registered agent by signing and delivering to the secretary of state for filing a statement of change that sets forth all of the following:
(i) The name of the business entity;
(ii) The street address of its current registered office;
(iii) If the current registered office is to be changed, the street address of the new registered office;
(iv) The name of its current registered agent;
(v) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment executed by the registered agent, either on the statement or attached to it;
(vi) That the new registered office and registered agent comply with the requirements of W.S. 17-28-101 through 17-28-111;
(vii) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical, if applicable;
(viii) The email address of its registered agent as required by W.S. 17-28-101(e).
(b) If a registered agent changes the street address of his business office, he shall change the street address of the registered office of any business entity for which he is the registered agent by notifying the business entity in writing of the change and signing and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that every entity which the registered agent serves has been notified of the change.
(c) If a registered agent changes its name, it shall change the name of the registered agent of any business entity for which it is the registered agent by notifying the business entity in writing of the change and signing and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that every entity which the registered agent serves has been notified of the change.
(d) If a business entity changes its email address required by W.S. 17-28-101(e), the business entity shall notify the secretary of state of the new email address.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-104 - Service on Business Entity.

17-28-104. Service on business entity.
(a) A business entity's registered agent, or the natural person having an agency relationship with the registered agent as provided in W.S. 17-28-101(a), shall accept service of process, notice, or demand required or permitted by law that is served on the entity. The secretary of state may provide service of process, notice or demand by electronic means.
(b) If a business entity has no registered agent, or the agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, addressed to the entity at its principal office. Service is perfected under this subsection at the earliest of:
(i) The date the entity receives the mail;
(ii) The date shown on the return receipt, if signed, either manually or in facsimile, on behalf of the entity; or
(iii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed.
(c) A business entity may be served as provided in this section or as provided in the Wyoming Rules of Civil Procedure.
(d) Every entity shall provide to its registered agent, or to the secretary of state as provided in W.S. 17-28-107(b), and keep current the name, mailing address and physical address, if different, and business telephone number of a natural person who is an officer, director, limited liability company member or manager, managing partner or trustee of the entity who is authorized to receive communications from the registered agent and is deemed the designated communications contact for the entity. The designated communications contact for the entity shall not be the entity's registered agent or an employee of the entity's registered agent unless the registered agent is the entity's officer, director, limited liability company member or manager, managing partner or trustee.
(e) Upon formation of a business entity, the business entity shall execute a consent to service by electronic means for use in the limited circumstances where the business entity has no registered agent or where the agent cannot with reasonable diligence be served. Upon acceptance of a summons in accordance with the limited circumstances specified in this subsection, the secretary of state may elect to serve the business entity by electronic means in lieu of the process specified in subsection (b) of this section. Service is perfected under this subsection on the date the electronic communication is sent to the business entity.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-105 - Commercial Registered Agent Registration Required.

17-28-105. Commercial registered agent registration required.
(a) Except as provided in subsection (b) of this section, no person shall transact business in this state as a registered agent unless the person is registered with the secretary of state in accordance with the provisions of this section and W.S. 17-28-106. Violation of this section is punishable under W.S. 17-28-109.
(b) The registration requirements of this section and W.S. 17-28-106 shall not apply to a person who serves as registered agent for ten (10) or fewer business entities, unless the registered agent is serving as registered agent for an entity or entities that is serving as registered agent for more than ten (10) business entities.
(c) Any person claiming to be exempt from registration requirements based upon the provisions of subsection (b) of this section shall have the burden of proving the exemption in any administrative or other civil action.
(d) For purposes of W.S. 17-28-106, "commercial registered agent" means a registered agent required to register under this section.
(e) A commercial registered agent shall not:
(i) Have been convicted of any felony;
(ii) Have any officer, director, partner, manager or other authorized person who has been convicted of any felony;
(iii) Engage in conduct in connection with acting as a registered agent that is intended or likely to deceive or defraud the public; nor
(iv) Have any officer, director, partner, manager or other authorized person whose ability to act as a registered agent has been revoked by the secretary of state or a comparable official in another state for engaging in conduct in connection with acting as a registered agent that is intended or likely to deceive or defraud the public, or who was an officer, director, partner, manager or other authorized person of an entity whose ability to act as a registered agent has been so revoked.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-107 - Duties of the Registered Agent; Duties of the Entity.

17-28-107. Duties of the registered agent; duties of the entity.
(a) The registered agent shall:
(i) Maintain a physical address in accordance with W.S. 17-28-102(a)(ii) and as defined by the secretary of state by rule and maintain an email address as required by W.S. 17-28-101(e);
(ii) Accept service of process in accordance with W.S. 17-28-104(a);
(iii) Maintain the address of record to which all service of process is to be delivered for each entity represented;
(iv) Register as a commercial registered agent pursuant to W.S. 17-28-105 if applicable; and
(v) Maintain at the registered office, the following information for each domestic entity represented which shall be current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state and thereafter when the annual report is due for filing and shall be maintained in a format that can be reasonably produced on demand:
(A) Names and addresses of each entity's directors, officers, limited liability company managers, managing partners, trustees or persons serving in a similar capacity;
(B) The name, physical address and business telephone number of a natural person who is authorized to receive communications from the registered agent as specified in W.S. 17-28-104(d);
(C) A copy of the written contract or agreement creating an agency relationship between the registered agent and a natural person with respect to accepting service of process on behalf of each business entity represented by the registered agent.
(b) If the registered agent and the entity agree, the entity shall file with the secretary of state the information specified in paragraph (a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the information specified in W.S. 17-28-104(d). As verification of the agreement, the entity shall file with the secretary of state a consent form, as provided by that office, which acknowledges the entity's election under this subsection. If the information or form acknowledging the entity's election is filed with the secretary of state, then the registered agent has complied with the requirement to maintain such information under this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-108 - Production of Records.

17-28-108. Production of records.
(a) All records maintained pursuant to W.S. 17-28-107 are subject to periodic, special or other examination by the secretary of state or his representatives as deemed necessary or appropriate in investigations.
(b) The secretary of state may compel production of records required to be maintained pursuant to W.S. 17-28-107 in accordance with the provisions of the Wyoming Administrative Procedure Act.
(c) The secretary of state shall hold any records obtained pursuant to this section confidential except for information already on file with the secretary of state as part of a public document and information required to be in the annual report required by W.S. 17-16-1630(a). The secretary of state may release any such confidential information only pursuant to court ordered subpoena or to a bona fide law enforcement agency for use in a criminal investigation.
(d) Failure to produce or denial of access to records maintained pursuant to W.S. 17-28-107 to the secretary of state on demand or failure to answer a validly issued and enforceable subpoena shall be punishable as provided in W.S. 17-28-109.
(e) Any business entity which provides false records required to be maintained pursuant to W.S. 17-28-107 to the entity's registered agent shall be punished by a fine not exceeding one thousand dollars ($1,000.00), or by imprisonment not exceeding six (6) months, or both.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-110 - Reinstatement After Administrative Dissolution or Revocation of Authority.

17-28-110. Reinstatement after administrative dissolution or revocation of authority.
(a) Except as otherwise provided by law for specific business entities, a business entity administratively dissolved or whose certificate of authority is revoked for violation of any provision of this chapter may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution or revocation. Reinstatement may be denied by the secretary of state if the business entity has been the subject of 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 business entity was engaged in illegal operations.
(b) If the secretary of state determines that the business entity is in compliance with this chapter, he shall cancel the certificate of dissolution or 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 business entity as provided in this chapter.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution or revocation and the business entity resumes carrying on its business as if the administrative dissolution or revocation had never occurred.
(d) Appeals of decisions of the secretary of state under this section may be made as provided in W.S. 17-16-1423.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 28 - Registered Offices and Agents › Section 17-28-111 - Rules and Regulations; Applicability.

17-28-111. Rules and regulations; applicability.
(a) The secretary of state shall have the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.
(b) The Financial Technology Sandbox Act shall apply to this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-103 - Knowledge; Notice.

17-29-103. Knowledge; notice.
(a) A person knows a fact when the person:
(i) Has actual knowledge of it; or
(ii) Is deemed to know it under paragraph (d)(i) of this section or law other than this chapter.
(b) A person has notice of a fact when the person:
(i) Has reason to know the fact from all of the facts known to the person at the time in question; or
(ii) Is deemed to have notice of the fact under paragraph (d)(ii) of this section.
(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(d) A person that is not a member is deemed:
(i) To know of a limitation on authority to transfer real property as provided in W.S. 17-29-302(g); and
(ii) To have notice of a limited liability company's:
(A) Dissolution, ninety (90) days after articles of dissolution under W.S. 17-29-702(b)(ii)(A) and the limitation on the member's or manager's authority as a result of the statement of dissolution becomes effective;
(B) Reserved; and
(C) Merger, conversion, continuance, transfer or domestication, ninety (90) days after articles of merger, conversion, continuance, transfer or domestication under article 10 of this chapter become effective.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-104 - Nature, Purpose and Duration of Limited Liability Company.

17-29-104. Nature, purpose and duration of limited liability company.
(a) A limited liability company is an entity distinct from its members.
(b) A limited liability company may have any lawful purpose, regardless of whether for profit.
(c) A limited liability company has perpetual duration.
(d) Limited liability companies may be organized under this chapter for any lawful purpose, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).
(e) Nothing in this chapter shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law from forming a limited liability company if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. No limited liability company may offer professional services or practice a profession except by and through its licensed members or licensed employees, each of whom shall retain his professional license in good standing and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-106 - Governing Law.

17-29-106. Governing law.
(a) The law of this state governs:
(i) The internal affairs of a limited liability company; and
(ii) The liability of a member as member and a manager as manager for the debts, obligations or other liabilities of a limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-107 - Supplemental Principles of Law; Applicability.

17-29-107. Supplemental principles of law; applicability.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) The Financial Technology Sandbox Act shall apply to this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 1 - General Provisions › Section 17-29-108 - Name.

17-29-108. Name.
(a) The words "limited liability company," or its abbreviations "LLC" or "L.L.C.," "limited company," or its abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd. liability co." or "limited liability co." shall be included in the name of every limited liability company formed under the provisions of this act except the name of a low profit limited liability company, as defined in W.S. 17-29-102(a)(ix) shall contain the abbreviations "L3C," "l3c," "low profit ltd. liability company," "low profit ltd. liability co." or "low profit limited liability co.". In addition, the limited liability company name may not:
(i) Contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization;
(ii) 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;
(iii) Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement or the Nonprofit Corporation Act.
(b) Nothing in this article shall prohibit the use of a tradename in accordance with applicable law.