REGISTERED OFFICES AND AGENTS 17-28

REGISTERED OFFICES AND AGENTS 17-28
CHAPTER 28 - REGISTERED OFFICES AND AGENTS
17-28-101.
Registered office and registered agent.
(a)
Each business entity shall continuously maintain in
this state:
(i) A registered office that may be the same as any
of its places of business but shall be located at a street
address in Wyoming which shall be a physical location where the
business entity's registered agent, or a natural person who has
an agency relationship with the registered agent, can accept
service of process as provided in W.S. 17-28-104 and is
physically present at that location; and
(ii)
A registered agent, who shall be:
(A) An individual who is at least eighteen (18)
years of age, resides in this state and whose business office is
identical with the registered office;
(B)
A domestic business entity whose business
office is identical with the registered office and which has a
written agreement creating an agency relationship with an
individual providing for acceptance of service of process as
provided in W.S. 17-28-104;
(C)
A foreign business entity authorized to
transact business in this state whose business office is
identical with the registered office and which has a written
agreement creating an agency relationship with an individual
providing for acceptance of service of process as provided in
W.S. 17-28-104; or
(D) A business entity or an individual, at least
eighteen (18) years of age, who is:
(I)
In the business of serving as a
registered agent for more than ten (10) entities, including a
registered agent which serves as a registered agent for the
entities served by another commercial registered agent; and
(II) Registered as a commercial registered
agent under W.S. 17-28-105 and whose business office is
identical with the registered office.
A business entity
registered as a commercial registered agent shall have a written
agreement creating an agency relationship with a natural person
Page 1 of 13 providing for acceptance of service of process as provided in
W.S. 17-28-104.
(b) For purposes of this chapter, "business entity" means
a corporation, nonprofit corporation, limited liability company,
limited
partnership,
cooperative
marketing
association,
statutory trust or registered limited liability partnership,
whether foreign or domestic.
(c) Every registered agent shall certify compliance with
the requirements of this chapter on a form prescribed by the
secretary of state on the date of registration.
(d) For purposes of this chapter, "written agreement" or
"contract creating an agency relationship" means any written
document granting a natural person representing a registered
agent the authority to accept service of process on behalf of
any entity served by the registered agent. A single document
may serve as authorization for each natural person representing
the registered agent without listing each natural person
individually.
17-28-102.
agent.
Change of registered office or registered
(a) A business entity may change its registered office or
registered agent by signing and delivering to the secretary of
state for filing a statement of change that sets forth:
(i)
(ii)
The name of the business entity;
The
street
address
of
its
current
registered
office;
(iii)
If the current registered office is
changed, the street address of the new registered office;
(iv)
to
be
The name of its current registered agent;
(v) If the current registered agent is to be changed,
the name of the new registered agent and the new agent's written
consent to the appointment executed by the registered agent,
either on the statement or attached to it;
(vi)
That the new registered office and registered
agent comply with the requirements of W.S. 17-28-101 through 1728-111; and
Page 2 of 13 (vii) That after the change or changes are made, the
street addresses of its registered office and the business
office of its registered agent will be identical, if applicable.
(b) If a registered agent changes the street address of
his business office, he shall change the street address of the
registered office of any business entity for which he is the
registered agent by notifying the business entity in writing of
the change and signing and delivering to the secretary of state
for filing a statement that complies with the requirements of
subsection (a) of this section and recites that every entity
which the registered agent serves has been notified of the
change.
(c)
If a registered agent changes its name, it shall
change the name of the registered agent of any business entity
for which it is the registered agent by notifying the business
entity in writing of the change and signing and delivering to
the secretary of state for filing a statement that complies with
the requirements of subsection (a) of this section and recites
that every entity which the registered agent serves has been
notified of the change.
17-28-103.
Resignation of registered agent.
(a) A registered agent may resign his agency appointment
by signing and delivering to the secretary of state for filing
the signed original and one (1) exact or conformed copy of a
statement of resignation for each entity from which the
registered agent resigns. The statement may include a statement
that the registered office is also discontinued. The statement
of resignation shall state that the registered agent has sent
notice to each affected entity at least thirty (30) days prior
to the filing of the statement of resignation to the address of
the entity last known to the registered agent. The statement
shall be addressed to any officer or other authorized person of
the entity other than the registered agent.
(b) Upon receiving the resignation of a registered agent
where no successor is appointed, the entity shall provide the
secretary of state with a statement of change in compliance with
W.S. 17-28-102(a) within thirty (30) days following receipt by
the business entity of the statement of resignation by a
registered agent.
Page 3 of 13 (c) A registered agent may resign his agency appointment
and appoint a new registered agent that complies with W.S. 1728-101(a) by signing and delivering to the secretary of state on
a statement of change of registered agent form designated by the
secretary of state:
(i) A signed original and one (1) exact or conformed
copy of a statement of resignation for each entity from which
the registered agent resigns;
(ii) A statement from each affected entity ratifying
and approving the appointment of the new registered agent;
(iii) A statement designating a new registered office
for each entity affected; and
(iv)
A statement from the new registered agent
certifying his compliance with all requirements of this chapter
and acknowledging his appointment to serve as registered agent
for each entity affected.
(d)
The agency appointment is terminated, and the
registered office discontinued if so provided, on the date on
which the statement of resignation was filed under subsections
(a) and (b) of this section.
The agency appointment is
terminated, the registered office discontinued if so provided,
and the new registered agent and registered office are effective
on the date on which the statement of change of registered agent
was filed under subsection (c) of this section.
(e)
If an agency appointment is terminated under the
provisions of this section and no successor is appointed,
service of process on the business entity shall be upon the
secretary of state until a new appointment is made or until the
entity is administratively dissolved or revoked.
(f)
Upon receipt of resignation by a registered agent
where no successor is appointed, the secretary of state shall
classify the entity as delinquent awaiting administrative
dissolution, revocation or forfeiture of its articles of
organization as appropriate.
(g)
Failure of a commercial registered agent to renew
registration pursuant to W.S. 17-28-106 shall constitute a
resignation of the registered agent pursuant to this section for
purposes of administrative dissolution, revocation or forfeiture
of the entities represented, but the registered agent shall
Page 4 of 13 remain responsible for all the requirements of this chapter with
respect to each entity represented until a new registered agent
is appointed, the registered agent has resigned in accordance
with subsection (a) of this section or until the entity is
administratively dissolved, revoked or its authority to transact
business is forfeited.
17-28-104.
Service on business entity.
(a) A business entity's registered agent, or the natural
person having an agency relationship with the registered agent
as provided in W.S. 17-28-101(a), shall accept service of
process, notice, or demand required or permitted by law that is
served on the entity.
(b) If a business entity has no registered agent, or the
agent cannot with reasonable diligence be served, the entity may
be served by registered or certified mail, return receipt
requested, addressed to the entity at its principal office.
Service is perfected under this subsection at the earliest of:
(i)
The date the entity receives the mail;
(ii) The date shown on the return receipt, if signed,
either manually or in facsimile, on behalf of the entity; or
(iii) Five (5) days after its deposit in the United
States mail, as evidenced by the postmark, if mailed postpaid
and correctly addressed.
(c) A business entity may be served as provided in this
section or as provided in the Wyoming Rules of Civil Procedure.
(d) Every entity shall provide to its registered agent, or
to the secretary of state as provided in W.S. 17-28-107(b), and
keep current the name, business address and business telephone
number of a natural person who is an officer, director, employee
or designated agent of the entity who is authorized to receive
communications from the registered agent and is deemed the
designated communications contact for the entity.
17-28-105.
required.
Commercial registered agent registration
(a) Except as provided in subsection (b) of this section,
no person shall transact business in this state as a registered
agent unless the person is registered with the secretary of
Page 5 of 13 state in accordance with the provisions of this section and W.S.
17-28-106. Violation of this section is punishable under W.S.
17-28-109.
(b) The registration requirements of this section and W.S.
17-28-106 shall not apply to a person who serves as registered
agent for ten (10) or fewer business entities, unless the
registered agent is serving as registered agent for an entity or
entities that is serving as registered agent for more than ten
(10) business entities.
(c)
Any person claiming to be exempt from registration
requirements based upon the provisions of subsection (b) of this
section shall have the burden of proving the exemption in any
administrative or other civil action.
(d) For purposes of W.S. 17-28-106, "commercial registered
agent" means a registered agent required to register under this
section.
(e)
A commercial registered agent shall not:
(i)
Have been convicted of any felony;
(ii) Have any officer, director, partner, manager or
other authorized person who has been convicted of any felony;
(iii) Engage in conduct in connection with acting as
a registered agent that is intended or likely to deceive or
defraud the public; nor
(iv) Have any officer, director, partner, manager or
other authorized person whose ability to act as a registered
agent has been revoked by the secretary of state or a comparable
official in another state for engaging in conduct in connection
with acting as a registered agent that is intended or likely to
deceive or defraud the public, or who was an officer, director,
partner, manager or other authorized person of an entity whose
ability to act as a registered agent has been so revoked.
17-28-106.
Registration requirements.
(a)
A
commercial
registered
agent
shall
obtain
a
registration by filing an application with the secretary of
state.
The application shall be executed and sworn under
penalty of perjury and contain information the secretary of
state requires by rule including:
Page 6 of 13 (i)
The legal name of the applicant;
(ii) The applicant's physical street address of its
registered office in this state where service may be made. A
separate mailing address may be included in addition to the
physical street address;
(iii)
Whether the applicant, or in the case of a
corporation or other business entity its officers or directors,
members, partners or persons serving in a similar capacity, has
ever been convicted of a felony;
(iv) The name, address and phone number of the person
who has authority to act on behalf of the commercial registered
agent;
(v) A statement that the applicant is eighteen (18)
years or older if the applicant is a natural person;
(vi) The name, physical street address, phone number
and normal business hours of the registered office where the
natural person with whom the agent has an agency agreement for
purposes of receiving service of process, if applicable may be
served; and
(vii) Other information the secretary of state deems
appropriate in the registration and identification of registered
agents.
(b) Every applicant for registration shall pay a filing
fee as set by rule adopted pursuant to this chapter. The fee,
other than the late filing fee provided in subsection (c) of
this section, shall be designed to recover the cost of
administering the provisions of this chapter relating to
registered agents. If an application is withdrawn or denied,
the secretary of state shall retain the entire fee.
(c) Registration of a commercial registered agent shall be
valid for the calendar year of registration and shall expire
December 31 of each year subject to the following:
(i) Renewal of registration shall be made by paying
the annual registration fee by November 30 of each calendar
year;
Page 7 of 13 (ii)
Any person acting as a commercial registered
agent who renews the registration between December 1 and
December 31 shall pay an additional late registration fee equal
to the annual filing fee;
(iii) Any person who acts as a commercial registered
agent after the expiration of his registration on December 31 of
each year and willfully or by neglect fails to renew such
registration as provided in this subsection shall be acting in
violation of this act.
Renewal of a commercial agent
registration after December 31 shall be accompanied by a late
renewal fee of five hundred dollars ($500.00) plus an
administrative fee which reflects the reasonable costs incurred
by the secretary of state for notification of the entities,
represented by the commercial registered agent, classified as
delinquent awaiting administrative dissolution, revocation or
forfeiture of its authority to transact business as provided in
W.S. 17-28-103(f);
(iv)
All fees shall be paid in full prior to any
reregistration as a commercial registered agent.
(d) The secretary of state may publish or cause a listing
of registrants to be disseminated to interested persons under
such rules as the secretary of state prescribes.
17-28-107.
the entity.
(a)
Duties of the registered agent; duties of
The registered agent shall:
(i)
Maintain a physical address in accordance with
W.S. 17-28-102(a)(ii) and as defined by the secretary of state
by rule;
(ii)
Accept
W.S. 17-28-104(a);
service
of
process
in
accordance
with
(iii)
Maintain the address of record to which all
service of process is to be delivered for each entity
represented;
(iv)
Register as a commercial
pursuant to W.S. 17-28-105 if applicable; and
registered
agent
(v) Maintain at the registered office, the following
information for each domestic entity represented which shall be
Page 8 of 13 current within sixty (60) days of any change until the entity's
first annual report is accepted for filing with the secretary of
state and thereafter when the annual report is due for filing
and shall be maintained in a format that can be reasonably
produced on demand:
(A)
Names and
directors,
officers,
limited
managing partners, trustees or
capacity;
addresses of each entity's
liability
company
managers,
persons serving in a similar
(B)
The name, address and business telephone
number of a natural person who is an officer, director, employee
or designated agent of each entity represented who is authorized
to receive communications from the registered agent;
(C) A copy of the written contract or agreement
creating an agency relationship between the registered agent and
a natural person with respect to accepting service of process on
behalf of each business entity represented by the registered
agent.
(b)
If the registered agent and the entity agree, the
entity shall file with the secretary of state the information
specified in paragraph (a)(iii) and subdivisions (a)(v)(A) and
(B) of this section and the information specified in W.S. 17-28104(d). As verification of the agreement, the entity shall file
with the secretary of state a consent form, as provided by that
office, which acknowledges the entity's election under this
subsection.
If the information or form acknowledging the
entity's election is filed with the secretary of state, then the
registered agent has complied with the requirement to maintain
such information under this section.
17-28-108.
Production of records.
(a) All records maintained pursuant to W.S. 17-28-107 are
subject to periodic, special or other examination by the
secretary of state or his representatives as deemed necessary or
appropriate in investigations.
(b)
The
secretary
of
state
may
compel
production
of records required to be maintained pursuant to W.S. 17-28-107
in accordance with the provisions of the Wyoming Administrative
Procedure Act.
Page 9 of 13 (c) The secretary of state shall hold any records obtained
pursuant to this section confidential except for information
already on file with the secretary of state as part of a public
document and information required to be in the annual report
required by W.S. 17-16-1630(a).
The secretary of state may
release any such confidential information only pursuant to court
ordered subpoena or to a bona fide law enforcement agency for
use in a criminal investigation.
(d)
Failure to produce or denial of access to records
maintained pursuant to W.S. 17-28-107 to the secretary of state
on demand or failure to answer a validly issued and enforceable
subpoena shall be punishable as provided in W.S. 17-28-109.
(e)
Any business entity which provides false records
required to be maintained pursuant to W.S. 17-28-107 to the
entity's registered agent shall be punished by a fine not
exceeding one thousand dollars ($1,000.00), or by imprisonment
not exceeding six (6) months, or both.
17-28-109.
Actions against registered agents.
(a) The secretary of state may impose a civil penalty not
to exceed five hundred dollars ($500.00) for each violation,
with respect to each entity represented, of this chapter for
which no other specific penalty is provided, and may deny or
revoke any registration, require enhanced recordkeeping and
refuse to accept filings for business entities served by a
registered agent if the registered agent, or in the case of
registered agent that is a corporation or other business entity,
its officers, directors, members, partners or persons serving in
a similar capacity:
(i) Has failed to make application for registration
as a commercial registered agent under W.S. 17-28-105 if
applicable;
(ii) Has failed to maintain records as required by
W.S. 17-28-107;
(iii)
Cannot
registered office;
be
served
at
the
address
of
the
(iv)
Has willfully violated or willfully failed to
comply with any provision of this chapter; or
Page 10 of 13 (v)
Cannot be located at the address
application provided to the secretary of state.
on
the
(b) A registered agent has complied with W.S. 17-28-107 if
he has timely requested from the entity, either by certified
letter or through an engagement letter or other similar
document, that the required information be provided and be kept
current within sixty (60) days of any change until the entity's
first annual report is accepted for filing with the secretary of
state.
It shall be a defense to an action under paragraph
(a)(ii) of this section if the registered agent notifies the
secretary of state of the entity's failure to provide the
required information or of the registered agent's belief that
the information is inaccurate, and the registered agent resigns
within sixty (60) days after the date the certified letter
requesting information has been sent. No fee shall be assessed a
registered agent resigning pursuant to this subsection.
(c)
The secretary of state may deny or revoke the
registration of a registered agent who has been convicted of any
felony or has had an application for commercial registered agent
denied or revoked, or in the case of a registered agent that is
a corporation or other business entity, its officers, directors,
members, partners or persons serving in a similar capacity have
been convicted of any felony or have had an application for
commercial registered agent denied or revoked.
(d) In any action pursuant to this section the prevailing
party may recover costs of investigation, court costs and
attorney's fees.
(e)
It shall be a defense to any violation under this
section if the agent, in the exercise of reasonable diligence
could not have known that:
(i)
inaccurate;
The
information
maintained
(ii)
The
information
represented is inaccurate; or
provided
by
by
the
agent
the
is
entity
(iii) An entity used the registered agent's identity
or address without the registered agent's knowledge or consent.
(f) The secretary of state may deny registration, require
enhanced recordkeeping and refuse to accept filings from any
registered agent pursuant to this section without a contested
Page 11 of 13 case hearing. If a contested case hearing is requested, this
authority shall only apply until the hearing is resolved.
(g)
Any penalty imposed against a registered agent
pursuant to this act shall be paid pursuant to the final order
as issued by the secretary of state. If the penalty is not paid
within sixty (60) days of the order, or according to an
alternate schedule indicated in the order, the secretary of
state may refuse all filings by a registered agent until the
penalty is paid. In addition, in the case of a registered agent
that is a corporation or other business entity, the secretary of
state may administratively dissolve the entity or revoke its
certificate of authority if the penalty is not paid as provided
in this subsection.
17-28-110.
Reinstatement
after
dissolution or revocation of authority.
administrative
(a)
Except as otherwise provided by law for specific
business entities, a business entity administratively dissolved
or whose certificate of authority is revoked for violation of
any provision of this chapter may apply to the secretary of
state for reinstatement within two (2) years after the effective
date of dissolution or revocation. Reinstatement may be denied
by the secretary of state if the business entity has been the
subject of secretary of state and law enforcement investigation
pertaining to fraud or any other violation of state or federal
law, or if there is other reason to believe the business entity
was engaged in illegal operations.
(b) If the secretary of state determines that the business
entity is in compliance with this chapter, he shall cancel the
certificate
of
dissolution
or
revocation
and
prepare
a
certificate of reinstatement that recites his determination and
the effective date of reinstatement, file the original of the
certificate, and serve a copy on the business entity as provided
in this chapter.
(c) When the reinstatement is effective, it relates back
to and takes effect as of the effective date of the
administrative dissolution or revocation and the business entity
resumes carrying on its business as if the administrative
dissolution or revocation had never occurred.
(d) Appeals of decisions of the secretary of state under
this section may be made as provided in W.S. 17-16-1423.
Page 12 of 13 17-28-111.
Rules and regulations.
The secretary of state shall have the power reasonably necessary
to perform the duties required of him by this chapter. The
secretary of state shall promulgate reasonable rules and
regulations necessary to carry out the purposes of this chapter.
Page 13 of 13 
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