§ 17-29-302 — Statement of authority

Wyoming § 17-29-302

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 3: RELATIONS OF MEMBERS AND MANAGERS

Text

(a) A limited liability company may deliver to the
secretary of state for filing a statement of authority. The
statement:
(i) Shall include the name of the company and the
street and mailing addresses of its designated office;
(ii) With respect to any position that exists in or
with respect to the company, may state the authority, or
limitations on the authority, of all persons holding the
position to:
(A) Execute an instrument transferring real
property held in the name of the company; or
(B) Enter into other transactions on behalf of,
or otherwise act for or bind, the company; and
(iii) May state the authority, or limitations on the
authority, of a specific person to:
(A) Execute an instrument transferring real
property held in the name of the company; or
(B) Enter into other transactions on behalf of,
or otherwise act for or bind, the company.
(b) To amend or cancel a statement of authority filed by
the secretary of state under W.S. 17-29-205(a), a limited
liability company shall deliver to the secretary of state for
filing an amendment or cancellation stating:
(i) The name of the company;
(ii) The street and mailing addresses of the
company's designated office;
(iii) The caption of the statement being amended or
cancelled and the date the statement being affected became
effective; and
(iv) The contents of the amendment or a declaration
that the statement being affected is cancelled.
(c) A statement of authority affects only the power of a
person to bind a limited liability company to persons that are
not members.
(d) Subject to subsection (c) of this section and W.S.
17-29-103(d) and except as otherwise provided in subsections
(f), (g) and (h) of this section, a limitation on the authority
of a person or a position contained in an effective statement of
authority is not by itself evidence of knowledge or notice of
the limitation by any person.
(e) Subject to subsection (c) of this section, a grant of
authority not pertaining to transfers of real property and
contained in an effective statement of authority is conclusive
in favor of a person that gives value in reliance on the grant,
except to the extent that when the person gives value:
(i) The person has knowledge to the contrary;
(ii) The statement has been cancelled or
restrictively amended under subsection (b) of this section; or
(iii) A limitation on the grant is contained in
another statement of authority that became effective after the
statement containing the grant became effective.
(f) Subject to subsection (c) of this section, an
effective statement of authority that grants authority to
transfer real property held in the name of the limited liability
company and that is recorded by certified copy in the office for
recording transfers of the real property is conclusive in favor
of a person that gives value in reliance on the grant without
knowledge to the contrary, except to the extent that when the
person gives value:
(i) The statement has been cancelled or restrictively
amended under subsection (b) of this section and a certified
copy of the cancellation or restrictive amendment has been
recorded in the office for recording transfers of the real
property; or
(ii) A limitation on the grant is contained in
another statement of authority that became effective after the
statement containing the grant became effective and a certified
copy of the later effective statement is recorded in the office
for recording transfers of the real property.
(g) Subject to subsection (c) of this section, if a
certified copy of an effective statement containing a limitation
on the authority to transfer real property held in the name of a
limited liability company is recorded in the office for
recording transfers of that real property, all persons are
deemed to know of the limitation.
(h) Subject to subsection (j) of this section, an
effective statement of dissolution or termination is a
cancellation of any filed statement of authority for the
purposes of subsection (f) of this section and is a limitation
on authority for the purposes of subsection (g) of this section.
(j) After a statement of dissolution becomes effective, a
limited liability company may deliver to the secretary of state
for filing and, if appropriate, may record a statement of
authority that is designated as a post dissolution statement of
authority. The statement operates as provided in subsections
(f) and (g) of this section.
(k) Unless earlier cancelled, an effective statement of
authority is cancelled by operation of law five (5) years after
the date on which the statement, or its most recent amendment,
becomes effective. This cancellation operates without need for
any recording under subsection (f) or (g) of this section.
(m) An effective statement of denial operates as a
restrictive amendment under this section and may be recorded by
certified copy for the purposes of paragraph (f)(i) of this
section.