17-21-801(a)(iv), (v) or (vi); or

17-21-801(a)(iv), (v) or (vi); or

(ix) Restrict rights of third parties under this chapter.

17-21-104. Supplemental principles of law.

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in W.S. 1-16-102.

17-21-105. Execution, filing, and recording of statements.

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. If a statement of partnership authority is filed with the secretary of state under W.S. 17-21-303, all statements provided for under this chapter subsequent to the filing of this statement shall be filed with the secretary of state in accordance with this chapter. If the secretary of state refuses to file a statement, the secretary of state shall return it to a partner or representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

(b) A certified copy of a statement that has been filed in the office of the secretary of state that is recorded in the office for recording transfers of real property shall have the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state shall not have the effect provided for recorded statements in this chapter.

(c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement must personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The secretary of state shall collect a fee of ten dollars ($10.00) for filing or providing a certified copy of a statement. The appropriate county clerk shall collect a fee of ten dollars ($10.00) for recording a statement.

17-21-106. Law governing internal affairs.

Except as provided in W.S. 17-21-1104, the laws of the state or other jurisdiction in which a partnership has its chief executive office govern the partnership's internal affairs.

17-21-107. Partnership subject to amendment or repeal of chapter.

A partnership governed by this chapter is subject to any amendment or repeal of this chapter.

17-21-108. 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.

ARTICLE 2 - NATURE OF PARTNERSHIP

17-21-201. Partnership as entity. A partnership is an entity.

17-21-202. Creation of partnership.

(a) Except as provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners of a business for profit creates a partnership, whether or not the persons intend to create a partnership.

(b) An association created under a statute other than this chapter, any predecessor law or comparable law of another jurisdiction is not a partnership.

(c) In determining whether a partnership is created, the following rules apply:

(i) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;

(ii) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;

(iii) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but that inference may not be drawn if the profits were received in payment:

(A) Of a debt by installments or otherwise;

(B) For services as an independent contractor or of wages or other compensation to an employee;

(C) Of rent;

(D) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;

(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds or increase in value derived from the collateral; or  (F) Of consideration for the sale of the goodwill of a business or other property by installments or otherwise.

(d) Except as provided by W.S. 17-21-308, persons who are not partners as to each other are not partners as to other persons.

(e) A partnership created under this chapter is a general partnership and the partners are general partners of the partnership.

17-21-203. Partnership property.

Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.

17-21-204. When property is partnership property.

(a) Property is partnership property if acquired:

(i) In the name of the partnership; or

(ii) In the name of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership, but without an indication of the name of the partnership.

(b) Property is acquired in the name of the partnership by a transfer to:

(i) The partnership in its name; or

(ii) One (1) or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.

(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.  (d) Property acquired in the name of one (1) or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property even if used for partnership purposes.

ARTICLE 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

17-21-301. Partner agent of partnership.

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:

(i) Each partner is an agent of the partnership for the purpose of its business. Any act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the usual way the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner has no authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notice that the partner lacks authority;

(ii) An act of a partner which is not apparently for carrying on in the usual way the partnership business or business of the kind carried on by the partnership does not bind the partnership unless authorized by the other partners.

17-21-302. Transfer of partnership property.

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303:

(i) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by any partner in the partnership name;

(ii) Partnership property held in the name of one (1) or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held;  (iii) A partnership may recover property transferred under this subsection if it proves that execution of the instrument of transfer did not bind the partnership under W.S.