17-16-1504.

17-16-1504.

17-16-1507. Registered office and registered agent of foreign corporation.

(a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:

(i) A registered office as provided in W.S. 17-28-101 through 17-28-111; and

(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.

(A) Reserved;

(B) Reserved;

(C) Reserved.

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all foreign corporations.

17-16-1508. Reserved.

17-16-1509. Reserved.

17-16-1510. Reserved.

17-16-1511. Merger of foreign corporation authorized to transact business in this state.

(a) Whenever a foreign corporation authorized to transact business in this state shall be a party to a statutory merger permitted by the laws of the state or country of incorporation, it shall, within thirty (30) days after a merger becomes effective, file with the secretary of state a current certificate of evidence issued by the proper officer of the state or country of incorporation which sets forth:

(i) The date of filing;

(ii) The names of each corporation involved and the states of incorporation; and

(iii) The name of the surviving corporation.

(b) It shall not be necessary for the corporation to procure either a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed by merger or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to transact in this state.

B. Withdrawal

17-16-1520. Withdrawal of foreign corporation.

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:

(i) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(ii) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(iii) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(iv) A mailing address and an email address to which the secretary of state may provide a copy of any process served on him under paragraph (iii) of this subsection; and  (v) A commitment to notify the secretary of state in the future of any change in its mailing address and email address.

(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall provide a copy of the process to the foreign corporation at the mailing address or email address set forth under subsection (b) of this section.

17-16-1521. Reserved.

17-16-1522. Reserved.

17-16-1523. Reserved.

C. Revocation of Certificate of Authority

17-16-1530. Grounds for revocation.

(a) The secretary of state may commence a proceeding under W.S. 17-16-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(i) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630;

(ii) Reserved;

(iii) The foreign corporation is without a registered agent or registered office in this state;

(iv) The foreign corporation does not inform the secretary of state under W.S. 17-28-102 or 17-28-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty (30) days of the change, resignation or discontinuance;

(v) An incorporator, director, officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;  (vi) Reserved;

(vii) The corporation has failed to respond to a valid and enforceable subpoena; or

(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or

(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process.

(viii) It is in the public interest and the corporation:

(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state;

(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process;

(C) Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States; or

(D) Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S.