§ 17-21-1104 — Applicability of act to foreign and interstate commerce

Wyoming § 17-21-1104

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 21: UNIFORM PARTNERSHIP ACT
• Art. 11: REGISTERED LIMITED LIABILITY PARTNERSHIPS

Text

(a) A partnership, including a registered limited
liability partnership, formed pursuant to an agreement governed
by this chapter, may conduct its business, carry on its
operations and have and exercise the powers granted by this
chapter in any state, territory, district or possession of the
United States or in any foreign country.
(b) It is the intent of the legislature that the legal
existence of registered limited liability partnerships formed
pursuant to an agreement governed by this chapter be recognized
outside the boundaries of this state and that the laws of this
state governing such registered limited liability partnerships
transacting business outside this state be granted the
protection of full faith and credit under the constitution of
the United States.
(c) Notwithstanding W.S. 17-21-106, the internal affairs
of registered limited liability partnerships, including the
liability of partners for debts, obligations and liabilities of
or chargeable to the partnership or another partner or partners
and the liability of partners to the partnership and other
partners, shall be subject to and governed by the laws of this
state.
(d) Before transacting business in this state, a foreign
registered limited liability partnership shall:
(i) Comply with any statutory or administrative
registration or filing requirements governing the specific type
of business in which the partnership is engaged; and
(ii) File a statement of registration as a foreign
registered limited liability partnership with the office of the
secretary of state, on such forms as the secretary shall
provide, stating:
(A) The name of the partnership;
(B) The jurisdiction under the laws of which
govern its partnership agreement and under which it is
registered as a limited liability partnership;
(C) An email address and the address of its
principal office which, if in this state, shall be its
registered office for service of process;
(D) 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;
(E) A brief statement of the business in which
the partnership engages;
(F) Any other information that the partnership
determines to include; and
(G) A statement that the partnership is a
registered limited liability partnership.
(e) Repealed By Laws 2000, Ch. 35, § 2.
(f) A foreign registered limited liability partnership
registered to transact business in this state may withdraw its
registration as a foreign registered limited liability
partnership by filing with the office of the secretary of state
a statement of withdrawal as a foreign registered limited
liability partnership, which shall set forth:
(i) The name of the foreign registered limited
liability partnership and the state or other jurisdiction under
whose jurisdiction it is or was registered as a registered
limited liability partnership;
(ii) That the foreign registered limited liability
partnership is not transacting business in this state and that
it surrenders its registration to transact business in this
state;
(iii) That the foreign registered limited liability
partnership revokes the authority of its registered agent in
this state to accept service of process and appoints the
secretary of state as its agent for service of process in any
action, suit or proceeding based upon any cause of action
arising during the time the foreign registered limited liability
partnership was registered to transact business in this state;
and
(iv) A mailing address and an email address to which
the secretary of state may provide a copy of any process served
on him in his capacity as agent for such registered limited
liability partnership.
(g) The failure of a foreign registered limited liability
partnership to file a statement of registration or a statement
of renewal pursuant to W.S. 17-21-1101 or to appoint and
maintain a registered agent in this state shall not affect the
liability of the partners or impair the validity of any contract
or act of the foreign registered limited liability partnership
and shall not prevent the foreign registered limited liability
partnership from defending any action or proceeding in any court
of this state, but the foreign registered limited liability
partnership shall not maintain any action or proceeding in any
court of this state until it has filed a statement of
registration. A foreign registered limited liability
partnership, by transacting business in this state without
registration, appoints the secretary of state as its agent for
service of process with respect to causes of action arising out
of the transaction of business in this state.
(h) The name of a foreign registered limited liability
partnership doing business in this state shall not be the same
as or deceptively similar to any trademark or service mark
registered in this state and shall be distinguishable upon the
records of the secretary of state from other business names
filed with that office. A foreign limited liability partnership
must use a name which satisfies the requirements of the state or
other jurisdiction under whose law it is formed and ends with
"Registered Limited Liability Partnership", "Limited Liability
Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
(j) The laws under which a foreign limited liability
partnership is formed govern relations among the partners and
between the partners and the partnership and the liability of
partners for obligations of the partnership.
(k) The authorization granted by the secretary of state to
file a statement of registration under a foreign registered
limited liability partnership name does not:
(i) Abrogate or limit the law governing unfair
competition or unfair trade practices;
(ii) Derogate from the common law the principles of
equity or the statutes of this state or of the United States
with respect to the right to acquire and protect names and
trademarks; or
(iii) Create an exclusive right in geographic or
generic terms contained within a name.
(m) Failure of a foreign registered limited liability
partnership to make timely payment of the annual fee specified
in W.S. 17-21-1101(n) or to pay any penalties imposed under W.S.
17-28-109 shall result in the statement of registration being
revoked by the secretary of state pursuant to W.S.
17-21-1101(f).
(n) A foreign registered limited liability partnership
whose registration has lapsed for failure to pay fees or failure
to maintain a registered agent in this state as provided in this
article may apply to the secretary of state for reinstatement
within two (2) years after the effective date of lapse as
provided in W.S. 17-21-1107.