§ 17-29-1010 — Continuance

Wyoming § 17-29-1010

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 10: MERGER, CONVERSION, CONTINUANCE, TRANSFER AND

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(a) Subject to subsection (b) of this section, any
organization organized for any purpose except acting as an
insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a
financial institution under the laws of any foreign jurisdiction
may, if the foreign jurisdiction will acknowledge that the
organization's domicile has terminated in the foreign
jurisdiction, apply to the secretary of state for registration
under this act. The secretary of state may issue a certificate
of registration upon receipt of an application supported by
articles of continuance as provided by this act together with
the statements, information and documents set out in subsection
(c) of this section. The certificate of registration may then
be issued continuing the organization in Wyoming as if it had
been organized as a limited liability company in this state.
The certificate of registration may be subject to any
limitations and conditions as may appear proper to the secretary
of state.
(b) The secretary of state shall cause notice of issuance
of a certificate of registration to be given forthwith to the
proper officer of the foreign jurisdiction in which the
organization was previously organized.
(c) The articles of continuance filed by a foreign
organization with the secretary of state shall contain:
(i) A certified copy of its original articles of
organization and all amendments thereto or its equivalent basic
charter;
(ii) The names of the organization and the foreign
jurisdiction in which it has previously been lawfully organized;
(iii) The date of organization;
(iv) The address of its principal mailing address;
(v) The name and address of the proposed registered
agent in this state;
(vi) Reserved;
(vii) Repealed By Laws 2014, Ch. 65, § 2.
(viii) Repealed By Laws 2014, Ch. 65, § 2.
(ix) Repealed By Laws 2014, Ch. 65, § 2.
(x) Any additional information permitted in articles
of organization under W.S. W.S. 17-29-201.
(d) The application shall be executed by the manager or
managers if any or by any member who is authorized to execute
the application on behalf of the organization.
(e) The provisions of the articles of continuance may,
without expressly so stating, vary from the provisions of the
organization's articles of organization or equivalent basic
charter or other authorization, if the variation is one which a
company organized under the Revised Uniform Limited Liability
Company Act could effect by way of amendment to its articles of
organization. Upon issuance of a certificate of continuance by
the secretary of state, the articles of continuance shall be
deemed to be the articles of organization of the continued
organization. The organization may elect to incorporate by
reference in the articles of continuance its basic charter or
other authorization which has been adopted by it in the foreign
jurisdiction, in order to permit the same to continue to act as
the articles of organization, provided, however, that the basic
charter or other authorization shall be deemed amended to the
extent necessary to make the same conform to the laws of Wyoming
and to the provisions of the articles of continuance.
(f) Except for the purpose of W.S. 16-6-101 through
16-6-118, the existence of any organization heretofore or
hereafter issued a certificate of continuation under this act
shall be deemed to have commenced on the date the organization
commenced its existence in the jurisdiction in which it was
first formed, organized or otherwise came into being. The laws
of Wyoming shall apply to an organization continuing under this
act to the same extent as if it had been organized under the
laws of Wyoming from and after the issuance of a certificate of
continuation under this act by the secretary of state. When a
foreign organization is continued under this act, the
continuance shall not affect the ownership of its property, or
its liability for any existing obligations, causes of action,
claims, pending or threatened prosecution or civil or
administration actions, convictions, rulings, orders or
judgments.
(g) Continuance under this act does not deprive a member
of any right or privilege that he claims under, or relieve any
member of any liability in respect of, his membership.