§ 17-21-1101 — Registered limited liability partnerships

(a) To become a registered limited liability partnership,
a partnership shall file with the office of the secretary of
state a statement of registration as a registered limited
liability partnership. The statement of registration shall
state:
(i) The name of the partnership;
(ii) The address of its principal office and the name
of the registered agent for service of process in this state at
such address which, if in this state, shall be its registered
office for service of process;
(iii) If the partnership's principal office is not
located in this state, the address of a registered office and
the name and address of a registered agent for service of
process in this state, which the partnership will be required to
maintain;
(iv) A brief statement of the business in which the
partnership engages;
(v) Any other matters that the partnership determines
to include; and
(vi) That the partnership thereby registers as a
registered limited liability partnership.
(b) The statement of registration shall be executed by one
(1) or more partners authorized to execute a statement of
registration. The statement of registration shall be accompanied
by a written consent to appointment manually signed by the
registered agent.
(c) Repealed By Laws 2000, Ch. 35, § 2.
(d) The secretary of state shall register as a registered
limited liability partnership any partnership that submits a
statement of registration that substantially complies with this
section and the required fee.
(e) Repealed By Laws 2000, Ch. 35, § 2.
(f) Registration is effective immediately upon the filing
of a statement of registration or at any later date or time
specified in the statement of registration, and remains
effective until:
(i) It is voluntarily withdrawn by filing with the
office of the secretary of state a written statement of
withdrawal executed by one (1) or more partners authorized to
execute a statement of withdrawal; or
(ii) Sixty (60) days after notice by the secretary of
state that the partnership has failed to make timely payment of
the annual fee specified in subsection (n) of this section or
has failed to pay any penalties imposed under W.S. 17-28-109,
unless the fee and any penalties are paid within the sixty (60)
day period, or that the partnership is without a registered
agent or registered office in this state, unless the partnership
regains a registered agent or registered office in this state
during the sixty (60) day period. The secretary of state shall
provide such notice by first class mail to the last known
mailing address of the partnership or by electronic means.
Notwithstanding any other provisions of this paragraph, any
domestic registered limited liability partnership whose
statement of registration has lapsed under this paragraph may be
reinstated as provided in W.S. 17-21-1107.
(g) A registered limited liability partnership registered
under this chapter ceases to be a registered limited liability
partnership upon filing with the office of the secretary of
state a statement of withdrawal as a registered limited
liability partnership, which shall set forth:
(i) The name of the registered limited liability
partnership;
(ii) The date of filing of the initial statement of
registration;
(iii) The reason for filing the statement of
withdrawal;
(iv) The effective date (which shall be a date
certain) of withdrawal if it is not to be effective on the
filing of the statement of withdrawal, provided that any
effective date other than the date of filing of the statement of
withdrawal shall be a date subsequent to the filing; and
(v) Any other information the partners determine to
include therein.
(h) The filing of a statement of withdrawal by or on
behalf of a partnership pursuant to this section shall be
effective only to cancel the partnership's registration as a
limited liability partnership, and shall not, unless it
specifically so provides, indicate the dissolution of the
partnership.
(j) A partnership becomes a registered limited liability
partnership at the time of the filing of the initial statement
of registration with the office of the secretary of state or at
any later date or time specified in the statement of
registration if, in either case, there has been substantial
compliance with the requirements of this chapter. A partnership
continues as a registered limited liability partnership if there
has been substantial compliance with the requirements of this
chapter. The status of a partnership as a registered limited
liability partnership and the liability of a partner of such
registered limited liability partnership shall not be affected
by errors or subsequent changes in the information stated in a
statement of registration under subsection (a) of this section
or a statement of renewal under subsection (e) of this section.
The filing of a statement of withdrawal shall not affect the
liability of the partners for debts, obligations or liabilities
of the partnership incurred, assumed or arising prior to the
date of the statement of withdrawal.
(k) The fact that a statement of registration or a
statement of renewal is on file with the office of the secretary
of state is notice that the partnership is a registered limited
liability partnership and is notice of all other facts set forth
in the statement of registration or statement of renewal.
(m) The secretary of state shall provide forms for a
statement of registration under subsection (a) of this section
or a statement of renewal.
(n) An initial registration fee of one hundred dollars
($100.00) shall be paid to the secretary of state except for
foreign limited liability partnerships which shall pay an
initial registration fee of one hundred fifty dollars ($150.00).
In addition each registered limited liability partnership and
foreign limited liability partnership shall annually comply with
and pay the fees provided by W.S. 17-16-1630(a) through (e) and
17-16-120(j) as if it were a corporation. Any registered foreign
limited liability partnership transacting business in this state
without registering or annually maintaining its registration is
subject to the penalties provided by W.S. 17-16-1502(d).
(o) The provisions of W.S. 17-28-101 through 17-28-111
shall apply to all registered limited liability partnerships.
(p) If the secretary of state refuses to file a statement
of registration, the secretary of state shall return it to the
registered limited liability partnership or its representative
within fifteen (15) days after the statement was delivered,
together with a brief, written explanation of the reason for the
refusal.