§ 17-29-705 — Administrative forfeiture of authority and articles of organization

Wyoming § 17-29-705

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 7: DISSOLUTION AND WINDING UP

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(a) If any limited liability company's registered agent
has filed its resignation with the secretary of state and the
limited liability company has not replaced its registered agent
and registered office, or the limited liability company is
without a registered agent or registered office in this state
for any reason, it shall be deemed to be transacting business
within this state without authority and to have forfeited any
franchises, rights or privileges acquired under the laws thereof
and the forfeiture shall be made effective in the following
manner. The secretary of state shall provide by first class mail
or by electronic means a notice of its failure to comply with
aforesaid provisions. Unless compliance is made within sixty
(60) days of mailing or electronic submission of the notice, the
limited liability company shall be deemed defunct and to have
forfeited its articles of organization acquired under the laws
of this state. Provided, that any defunct limited liability
company may at any time within two (2) years after the
forfeiture of its articles of organization or certificate of
authority, in the manner herein provided, be revived and
reinstated, by filing the necessary statement under this act and
paying a reinstatement fee established by the secretary of state
by rule, together with a penalty of two hundred fifty dollars
($250.00). The reinstatement fee shall not exceed the costs of
providing the reinstatement service. The limited liability
company shall retain its registered name during the two (2) year
reinstatement period under this section.
(b) If any limited liability company has failed to pay the
fee required by W.S. 17-29-210 or any penalties imposed under
W.S. 17-28-109, it shall be deemed to be transacting business
within this state without authority and to have forfeited any
franchises, rights or privileges acquired under the laws
thereof. The forfeiture shall be made effective in the
following manner. The secretary of state shall provide notice
to the limited liability company at its last known mailing
address by first class mail or by electronic means. Unless
compliance is made within sixty (60) days of the date of notice
the limited liability company shall be deemed defunct and to
have forfeited its articles of organization or certificate of
authority acquired under the laws of this state. Provided, that
any defunct limited liability company may at any time within two
(2) years after the forfeiture of its articles of organization
of certificate of authority, be revived and reinstated by paying
the amount of the delinquent fees. When the reinstatement is
effective, it relates back to and takes effect as of the
effective date deemed defunct pursuant to this subsection and
the limited liability company resumes carrying on its business
as if it had never been deemed defunct.
(c) A limited liability company shall be deemed to be
transacting business within this state without authority, to
have forfeited any franchises, rights or privileges acquired
under the laws thereof and shall be deemed defunct and to have
forfeited its articles of organization or certificate of
authority acquired under the laws of this state, and the
forfeiture shall be made effective in the manner provided in
subsection (a) of this section, if:
(i) A member of the limited liability company 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;
(ii) The limited liability company has failed to
respond to a valid and enforceable subpoena; or
(iii) It is in the public interest and the limited
liability company or any of its members:
(A) Failed to provide records to the registered
agent as required in this chapter;
(B) Has provided fraudulent information or has
failed to correct false information upon request of the
secretary of state on any filing with the secretary of state
under this chapter;
(C) Cannot be served by either the registered
agent or by mail or electronically by the secretary of state
acting as the agent for process;
(D) 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
(E) 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.
17-28-108 or following notification by the registered agent.
(d) The secretary of state may classify a limited
liability company as delinquent awaiting forfeiture of its
articles of organization or certificate of authority at the time
the secretary of state provides the notice required under
subsections (a) through (c) of this section to the limited
liability company.
(e) In addition to the other provisions of this section,
if any low profit limited liability company has ceased to meet
the definition of a low profit limited liability company as
provided in W.S. 17-29-102(a)(ix) and has failed for thirty (30)
days after ceasing to meet the definition to file an amendment
to its articles of organization with the secretary of state
amending its name to conform with the requirements of W.S.
17-29-108, it shall be deemed to be transacting business in this
state without authority and to have forfeited any franchises,
rights or privileges acquired under the laws thereof and the
forfeiture shall be made effective in the same manner as
provided in subsection (a) of this section. The reinstatement
provisions and fees provided in subsection (a) of this section
shall apply.