Business entities-reinstatement.

WORKING DRAFT

ORIGINAL HOUSE

BILL

NO.
0004

ENROLLED ACT NO. 6, HOUSE OF REPRESENTATIVES

FIFTY-NINTH LEGISLATURE OF THE STATE OF WYOMING
2007 GENERAL SESSION

AN ACT relating to limited partnerships and registered limited liability partnerships; providing for reinstatement within two years of administrative dissolution or lapse of registration for failure to pay fees; and providing for an effective date.

Be It Enacted by the Legislature of the State of Wyoming:

Section 1.
W.S. 17
‑
14
‑
905 and 17
‑
21
‑
1107 are created to read:

17
‑
14
‑
905.

Reinstatement following administrative dissolution.

(a)

A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S. 17
‑
14
‑
209(c) may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. The application shall recite the name of the domestic limited partnership and the effective date of its administrative dissolution.

(b)

A domestic limited partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of a sum equal to double the amount of fees and taxes then delinquent and a reinstatement certificate fee prescribed
by the secretary of state by rule
.

(c)

If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic limited partnership.

(d)

When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative dissolution pursuant to W.S. 17
‑
14
‑
209(c) and the limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.

(e)

The domestic limited partnership shall retain its registered name during the two (2) year reinstatement period.

17
‑
21
‑
1107.

Reinstatement following lapse of registration.

(a)

A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17
‑
21
‑
1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse. The application shall recite the name of the domestic registered limited liability partnership and the effective date of its lapse of registration.

(b)

A domestic registered limited liability partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of a sum equal to double the amount of fees and taxes then delinquent and a reinstatement certificate fee prescribed
by the secretary of state by rule
.

(c)

If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic registered limited liability partnership.

(d)

When the reinstatement is effective, it relates back and takes effect as of the effective date of the lapse of registration pursuant to W.S. 17
‑
21
‑
1101(f)(ii) and the domestic registered limited liability partnership resumes carrying on its business as if the lapse of registration had never occurred.

(e)

The domestic registered limited liability partnership shall retain its registered name during the two (2) year reinstatement period.

Section 2.
W.S. 17
‑
14
‑
209 by creating a new subsection (d) and 17
‑
21
‑
1101(f)(ii) are amended to read:

17
‑
14
‑
209.

Fees.

(d)

Notwithstanding any other provisions of this section, any Wyoming limited partnership dissolved or whose franchise is revoked under subsection (c) of this section may be reinstated as provided in W.S. 17
‑
14
‑
905.

17
‑
21
‑
1101.

Registered limited liability partnerships.

(f)

Registration is effective immediately upon the filing of a statement of registration or at any later date or time specified in the statement of registration, and remains effective until:

(ii)

Sixty (60) days after the first date of publication by the office of the secretary of state of notice that the partnership has failed to make timely payment of the annual fee specified in subsection (n) of this section, unless the fee is paid within the sixty (60) day period. The secretary of state shall mail such notice by first class mail to the last known mailing address of the partnership and shall publish the notice once a week for two (2) consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the partnership is located.
Notwithstanding any other provisions of this paragraph, any domestic registered limited liability partnership whose statement of registration has lapsed under this paragraph may be reinstated as provided in W.S. 17
‑
21
‑
1107.

Section 3.
This act is effective July 1, 2007.

(END)

Speaker of the House

President of the Senate

Governor

TIME APPROVED: _________

DATE APPROVED: _________

I hereby certify that this act originated in the House.

Chief Clerk

1