§ 17-29-1011 — Transfer of a Wyoming limited liability company to another jurisdiction

Wyoming § 17-29-1011

• 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) A limited liability company created, domesticated or
continued under this chapter may, if authorized by resolution
duly adopted as set forth in subsection (f) of this section, and
by the laws of any other jurisdiction, within or without the
United States, apply to the proper officer of the other
jurisdiction for a certificate of registration, and to the
secretary of state of this state for a certificate of transfer.
The application for certificate of transfer shall set forth the
following:
(i) The name of the limited liability company
immediately prior to the transfer, and if that name is
unavailable for use in the foreign jurisdiction or the limited
liability company desires to change its name in connection with
the transfer, the name by which the limited liability company
will be known in the foreign jurisdiction;
(ii) A statement of the jurisdiction to which the
limited liability company is to be transferred;
(iii) A statement that the limited liability company
shall surrender its articles of organization under this chapter
upon the effectiveness of the transfer;
(iv) A statement that the transfer was duly approved
by the members in the manner required under subsection (f) of
this section; and
(v) Any other terms and conditions of the transfer,
including any desired amendments to the articles of organization
of the limited liability company following its transfer.
(b) The secretary of state shall require that the limited
liability company maintain within the state an agent for service
of process for at least one (1) year after the transfer is
effected and shall impose any conditions he considers
appropriate for the protection of creditors, including the
provision of notice to the public of the application described
in subsection (a) of this section, the provision of a bond or a
deposit of funds in an appropriate depository located in Wyoming
and subject to the jurisdiction of the courts of Wyoming, and if
such conditions are not met, the secretary of state may refuse
to issue a certificate of transfer.
(c) The secretary of state, upon compliance by the
applicant and the secretary with subsections (a) and (b) of this
section and receipt of payment of the special toll charge
prescribed by subsection (e) of this section shall immediately
transmit a notice of issuance of a certificate of transfer to
the proper officer of the jurisdiction to which the limited
liability company is transferred.
(d) Upon issuance of a certificate of transfer, the
limited liability company shall be continued as if it had been
organized under the laws of the other jurisdiction and becomes a
limited liability company under the laws of the other
jurisdiction upon issuance by such jurisdiction of a certificate
of registration.
(e) Every limited liability company organized,
domesticated or continued under the laws of this state in order
to receive a certificate of transfer pursuant to subsection (c)
of this section shall pay to the secretary of state, in addition
to all other statutory taxes and fees, a special toll charge of
sixty dollars ($60.00).
(f) A resolution to transfer the limited liability company
to another jurisdiction shall be adopted by the members.
(g) The limited liability company may represent to the
proper officer of the jurisdiction to which the limited
liability company is transferred that the laws of the state of
Wyoming permit such transfer, and may describe the permission
extended by this section as authorizing the domestication,
continuance or other transfer of domicile as may be required by
the laws of the foreign jurisdiction in order for the limited
liability company to be accepted in that jurisdiction, provided
that the limited liability company may not misrepresent the
requirements or effects of the provisions of this section.