Title 17 · WY

17-29-101 through 17-29-1102 may convert to a close limited

Citation: Wyo. Stat. § 17-29-101

Section: 17-29-101

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.

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.

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.

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.

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.

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.

17-25-109. Repealed By Laws 2010, Ch. 94, § 3.

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. 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.

CHAPTER 26 - CONVERSION

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.

CHAPTER 27 - ELECTRONIC ANNUAL REPORTS

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.

CHAPTER 28 - REGISTERED OFFICES AND AGENTS

17-28-101. Registered office and registered agent.

(a) Each business entity shall continuously maintain in this state: (i) A registered office that may be the same as any of its places of business but shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process as provided in W.S. 17-28-104 and is physically present at that location; and

(ii) A registered agent, who shall be:

(A) An individual who is at least eighteen (18) years of age, resides in this state and whose business office is identical with the registered office;

(B) A domestic business entity whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104;

(C) A foreign business entity authorized to transact business in this state whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104; or

(D) A business entity or an individual, at least eighteen (18) years of age, who is:

(I) In the business of serving as a registered agent for more than ten (10) entities, including a registered agent which serves as a registered agent for the entities served by another commercial registered agent; and

(II) Registered as a commercial registered agent under W.S. 17-28-105 and whose business office is identical with the registered office. A business entity registered as a commercial registered agent shall have a written agreement creating an agency relationship with a natural person providing for acceptance of service of process as provided in W.S. 17-28-104.

(b) For purposes of this chapter, "business entity" means a corporation, nonprofit corporation, limited liability company, limited partnership, cooperative marketing association, statutory trust, statutory foundation or registered limited liability partnership, whether foreign or domestic.

(c) Every registered agent shall certify compliance with the requirements of this chapter on a form prescribed by the secretary of state on the date of registration.

(d) For purposes of this chapter, "written agreement" or "contract creating an agency relationship" means any written document granting a natural person representing a registered agent the authority to accept service of process on behalf of any entity served by the registered agent. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually.

(e) In addition to the requirements imposed by this section on business entities and registered agents, each business entity and registered agent shall maintain an email address that the secretary of state's office may use to serve documents on the business entity or registered agent as provided in W.S. 17-28-104.

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.

17-28-103. Resignation of registered agent.

(a) A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the signed original and one (1) exact or conformed copy of a statement of resignation for each entity from which the registered agent resigns. The statement may include a statement that the registered office is also discontinued. The statement of resignation shall state that the registered agent has sent notice to each affected entity at least thirty (30) days prior to the filing of the statement of resignation to the address of the entity last known to the registered agent. The statement shall be addressed to any officer or other authorized person of the entity other than the registered agent.

(b) Upon receiving the resignation of a registered agent where no successor is appointed, the entity shall provide the secretary of state with a statement of change in compliance with W.S. 17-28-102(a) within thirty (30) days following receipt by the business entity of the statement of resignation by a registered agent.