17-28-104(d). As verification of the agreement, the entity

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.

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.

17-28-109. Actions against registered agents.

(a) The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation, with respect to each entity represented, of this chapter for which no other specific penalty is provided, and may deny or revoke any registration, require enhanced recordkeeping and refuse to accept filings for business entities served by a registered agent if the registered agent, or in the case of registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity:

(i) Has failed to make application for registration as a commercial registered agent under W.S. 17-28-105 if applicable;

(ii) Has failed to maintain records as required by W.S. 17-28-107;

(iii) Cannot be served at the address of the registered office or the registered agent's email address;

(iv) Has willfully violated or willfully failed to comply with any provision of this chapter; or

(v) Cannot be located at the address on the application provided to the secretary of state.

(b) A registered agent has complied with W.S. 17-28-107 if he has timely requested from the entity, either by certified letter or through an engagement letter or other similar document, that the required information be provided and be kept current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. It shall be a defense to an action under paragraph (a)(ii) of this section if the registered agent notifies the secretary of state of the entity's failure to provide the required information or of the registered agent's belief that the information is inaccurate, and the registered agent resigns within sixty (60) days after the date the certified letter requesting information has been sent. No fee shall be assessed a registered agent resigning pursuant to this subsection.

(c) The secretary of state may deny or revoke the registration of a registered agent who has been convicted of any felony or has had an application for commercial registered agent denied or revoked, or in the case of a registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity have been convicted of any felony or have had an application for commercial registered agent denied or revoked.

(d) In any action pursuant to this section the prevailing party may recover costs of investigation, court costs and attorney's fees.

(e) It shall be a defense to any violation under this section if the agent, in the exercise of reasonable diligence could not have known that:

(i) The information maintained by the agent is inaccurate;

(ii) The information provided by the entity represented is inaccurate; or

(iii) An entity used the registered agent's identity or address without the registered agent's knowledge or consent.

(f) The secretary of state may deny registration, require enhanced recordkeeping and refuse to accept filings from any registered agent pursuant to this section without a contested case hearing. If a contested case hearing is requested, this authority shall only apply until the hearing is resolved.

(g) Any penalty imposed against a registered agent pursuant to this act shall be paid pursuant to the final order as issued by the secretary of state. If the penalty is not paid within sixty (60) days of the order, or according to an alternate schedule indicated in the order, the secretary of state may refuse all filings by a registered agent until the penalty is paid. In addition, in the case of a registered agent that is a corporation or other business entity, the secretary of state may administratively dissolve the entity or revoke its certificate of authority if the penalty is not paid as provided in this subsection.  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.

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.

CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT

ARTICLE 1 - GENERAL PROVISIONS

17-29-101. Short title. This chapter may be cited as the "Wyoming Limited Liability Company Act".

17-29-102. Definitions.

(a) As used in this chapter:

(i) "Articles of organization" means the articles required by W.S. 17-29-201(b). The term includes the articles as amended or restated;

(ii) "Contribution" means any benefit provided by a person to a limited liability company:

(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(B) In order to become a member after formation of the company and in accordance with an agreement between the person and the company; or

(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.

(iii) "Debtor in bankruptcy" means a person that is the subject of:

(A) An order for relief under Title 11 of the United States Code or a successor statute of general application; or

(B) A comparable order under federal, state or foreign law governing insolvency.

(iv) "Designated office" means:

(A) The office of a registered agent that a limited liability company is required to designate and maintain under W.S. 17-28-101; or

(B) The principal office of a foreign limited liability company.  (v) "Distribution", except as otherwise provided in W.S. 17-29-405(g), means a transfer of money or other property from a limited liability company to another person on account of a transferable interest;

(vi) "Effective" with respect to a record required or permitted to be delivered to the secretary of state for filing under this article, means effective under W.S. 17-29-205(c);

(vii) "Foreign limited liability company" means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter;

(viii) "Limited liability company", except in the phrase "foreign limited liability company", means an entity formed under this chapter;

(ix) "Low profit limited liability company" means a limited liability company that has set forth in its articles of organization a business purpose that satisfies, and which limited liability company is at all times operated to satisfy, each of the following requirements:

(A) The entity significantly furthers the accomplishment of one (1) or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes;

(B) No significant purpose of the entity is the production of income or the appreciation of property provided, however, that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and

(C) No purpose of the entity is to accomplish one (1) or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code.

(x) "Manager" means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in W.S. 17-29-407(c);

(xi) "Manager-managed limited liability company" means a limited liability company that qualifies under W.S.