§ 17-29-207 — Liability for inaccurate information in filed record

Wyoming § 17-29-207

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 2: FORMATION, ARTICLES OF ORGANIZATION AND OTHER

Text

(a) If a record delivered to the secretary of state for
filing under this chapter and filed by the secretary of state
contains inaccurate information, a person that suffers a loss by
reliance on the information may recover damages for the loss
from:
(i) A person that signed the record, or caused
another to sign it on the person's behalf, and knew the
information to be inaccurate at the time the record was signed;
and
(ii) Subject to subsection (b) of this section, a
member of a member-managed limited liability company or the
manager of a manager-managed limited liability company, if:
(A) The record was delivered for filing on
behalf of the company; and
(B) The member or manager had notice of the
inaccuracy for a reasonably sufficient time before the
information was relied upon so that, before the reliance, the
member or manager reasonably could have:
(I) Effected an amendment under W.S.
17-29-202;
(II) Filed a petition under W.S. 17-29-204;
or
(III) Delivered to the secretary of state
for filing a statement of correction under W.S. 17-28-102 or a
statement of correction under W.S. 17-29-206.
(b) To the extent that the operating agreement of a
member-managed limited liability company expressly relieves a
member of responsibility for maintaining the accuracy of
information contained in records delivered on behalf of the
company to the secretary of state for filing under this chapter
and imposes that responsibility on one (1) or more other
members, the liability stated in paragraph (a)(ii) of this
section applies to those other members and not to the member
that the operating agreement relieves of the responsibility.
(c) An individual who signs a record authorized or
required to be filed under this chapter affirms under penalty of
perjury that the information stated in the record is accurate.