17-29-202;

17-29-202;

(II) Filed a petition under W.S. 17-29-204; or

(III) Delivered to the secretary of state for filing a statement of correction under W.S. 17-28-102 or a statement of correction under W.S. 17-29-206.

(b) To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records delivered on behalf of the company to the secretary of state for filing under this chapter and imposes that responsibility on one (1) or more other members, the liability stated in paragraph (a)(ii) of this section applies to those other members and not to the member that the operating agreement relieves of the responsibility.

(c) An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.

17-29-208. Certificate of existence or authorization.

(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company if the records filed in the office of the secretary of state show that the company has been formed under W.S. 17-29-201 and the secretary of state has not filed articles of dissolution pertaining to the company. A certificate of existence shall state:

(i) The company's name;

(ii) That the company was duly formed under the laws of this state and the date of formation;

(iii) Whether all fees, taxes and penalties due under this chapter or other law to the secretary of state have been paid;

(iv) Whether the company's most recent annual report required by W.S. 17-29-209 has been filed by the secretary of state;

(v) Whether the secretary of state has administratively dissolved the company;

(vi) Whether the company has delivered to the secretary of state for filing articles of dissolution;

(vii) Reserved; and

(viii) Other facts of record in the office of the secretary of state which are specified by the person requesting the certificate.

(b) Subject to any qualification stated in the certificate, a certificate of existence or certificate of authorization issued by the secretary of state is conclusive evidence that the limited liability company is in existence.  17-29-209. Annual report for secretary of state.

(a) Every limited liability company organized under the laws of this state and every foreign limited liability company which obtains a certificate of authority to transact and carry on business within this state shall file with the secretary of state on or before the first day of the month of organization of every year a certification, under the penalty of perjury, by its treasurer or other fiscal agent setting forth its capital, property and assets located and employed in the state of Wyoming. The statement shall give the address of its principal office. On or before the first day of the month of organization of every year the limited liability company or foreign limited liability company shall pay to the secretary of state in addition to all other statutory taxes and fees a license fee based upon the sum of its capital, property and assets reported, of sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater.

(b) The provisions of subsection (a) of this section shall be modified as follows:

(i) Any limited liability company or foreign limited liability company engaged in the public calling of carrying goods, passengers or information interstate is not required to comply with the provisions of subsection (a) of this section except to the extent of capital, property and assets used in intrastate business in this state;

(ii) The value of all mines and mining claims from which gold, silver and other precious metals, soda, saline, coal, mineral oil or other valuable deposit, is or shall be produced is deemed equivalent to the assessed value of the gross product thereof, for the previous year;

(iii) The assessed value of any property shall be its actual value.

(c) Financial information in the annual report shall be current as of the end of the limited liability company's or foreign limited liability company's fiscal year immediately preceding the date the annual report is executed on behalf of the company. All other information in the annual report shall be current as of the date the annual report is executed on behalf of the company.  (d) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.

(e) Every limited liability company or foreign limited liability company registered or authorized to do business in the state of Wyoming shall preserve for three (3) years at its principal place of business, suitable records and books as may be necessary to determine the amount of fee for which it is liable under this section. All records and books shall be available for examination by the secretary of state or his designee during regular business hours except as arranged by mutual consent.

17-29-210. Fees; annual fee.

(a) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies for:

(i) Filing the original articles of organization, one hundred dollars ($100.00);

(ii) For amending the articles of organization, a filing fee of sixty dollars ($60.00);

(iii) An annual fee accompanying the report required in W.S. 17-29-209, due and payable on or before the date of the filing under W.S. 17-29-209;

(iv) Filing, service and copying fees for those services provided by his office for which a fee is not otherwise established. A fee shall not exceed the cost of providing the service;

(v) Issuing a certificate of authority for a foreign limited liability company, a filing fee of one hundred fifty dollars ($150.00).

(b) Except for articles of organization, any document to be filed with the secretary of state shall be signed by the member, members, manager, managers or other authorized individual as set forth in the operating agreement. A person signing a document, including the articles of organization, he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing under this act is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000.00), by imprisonment for not more than six (6) months, or both.

(c) Any foreign limited liability company transacting business in this state without obtaining a certificate of authority as required by W.S. 17-16-1501 and 17-29-114 is subject to the penalties provided by W.S. 17-16-1502(d).

17-29-211. Series of members, managers, transferable interests or assets.

(a) An operating agreement may establish or provide for the establishment of one (1) or more designated series of members, managers, transferable interests or assets. This section shall govern any matter with respect to a series to the extent not otherwise provided in the operating agreement.

(b) Subject to subsection (c) of this section, if an operating agreement establishes or provides for the establishment of a particular series:

(i) The debts, obligations or other liabilities of the particular series, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the series only and not against:

(A) The assets of the limited liability company generally or any other series thereof;

(B) Any member of the limited liability company.

(ii) The debts, obligations or other liabilities of the limited liability company generally or any other series thereof, whether arising in contract, tort or otherwise, shall not be enforceable against the assets of the particular series.

(c) The limitations on liabilities in subsection (b) of this section shall only apply if:

(i) The records for the particular series that account for the assets of the series are separately maintained from the records that account for the assets of the limited liability company or any other series thereof. Records that reasonably identify the assets of a particular series, including by specific listing, category, type, quantity, computational or allocational formula or procedure such as a percentage or share of assets or by any other method where the identity of the assets is objectively determinable, shall be deemed to account for the assets of the particular series separately from the assets of the limited liability company or any other series thereof;

(ii) The operating agreement specifically provides for the limitations on liabilities; and

(iii) Notice of the limitations on liabilities of the particular series is included in the articles of organization. Notice under this paragraph shall be sufficient whether or not the limited liability company has established or referenced any particular series in the notice.

(d) Nothing in this section, an operating agreement or articles of organization shall restrict:

(i) A series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of the limited liability company generally or any other series thereof shall be enforceable against the assets of the series;

(ii) A limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of a series shall be enforceable against the assets of the limited liability company generally; or

(iii) Notwithstanding W.S. 17-29-304(a), a member or manager from agreeing in the operating agreement or otherwise to be personally liable for any or all of the debts, obligations or other liabilities of a series.

(e) A series established under this section shall have the power and capacity to, in its own name, contract, hold title to assets including real, personal and intangible property, grant liens and security interests and sue and be sued. A series may:

(i) Have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations;  (ii) Carry on any lawful purpose regardless of whether for profit, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S.