Limited liability companies.

WORKING DRAFT
2007
STATE OF
WYOMING
07LSO-0056

HOUSE BILL
NO.
HB0091

Limited liability companies.

Sponsored by:
Joint Corporations, Elections and Political Subdivisions Interim Committee

A BILL

for

AN ACT relating to limited liability companies; providing for governing law; providing definitions; providing for electronic signatures; providing duration for limited liability companies; providing requirements for operating agreements; providing for mail delivery of articles of organization; limiting liability of limited liability companies to creditors obtaining an interest from members; providing for annual fees; and providing for an effective date.

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

Section 1.

W.S. 17
‑
15
‑
148 is created to read:

17
‑
15
‑
148.

Governing law.

(a)

With respect to any limited liability company organized under the laws of
Wyoming
, the laws of
Wyoming
shall govern its organization, internal affairs and the liability of its members, managers and transferees.

(b)

The laws of the state, territory, possession or other jurisdiction or country under which a foreign limited liability company is organized shall govern its organization, internal affairs and the liability of its members, managers and transferees.

Section 2.

W.S. 17
‑
15
‑
102(a), 17
‑
15
‑
106, 17
‑
15
‑
107(a)(ii),
(iv),
(c) and by creating new subsections (d)
and
(
e
), 17
‑
15
‑
110(a)(ii), 17
‑
15
‑
114(b), 17
‑
15
‑
122 and 17
‑
15
‑
145 are amended to read:

17
‑
15
‑
102.

Definitions.

(a)

As used in this act:

(i)

"Bankrupt" means bankrupt under the federal Bankruptcy Act;

(ii)

"Court" includes every court and judge having jurisdiction in the case;

(iii)

"Delivery", unless otherwise specified, means delivery by hand, mail, facsimile or electronic transfer;

(vii)
(iv)

"Flexible limited liability company" means a limited liability company organized and existing under this act which shall have elected, by affirmative statement in its articles of organization expressly referring to W.S. 17
‑
15
‑
107(a)(x), to be authorized to adopt provisions within its operating agreement as authorized by W.S. 17
‑
15
‑
144.

(iii)
(v)

"Limited liability company" or "company" means a limited liability company organized and existing under this act;

(vi)

"Operating agreement" means any written agreement, whether referred to as a limited liability company agreement, operating agreement or otherwise, of the member or members of a limited liability company as to affairs of a limited liability company and the conduct of its business;

(iv)
(vii)

"Person" includes individuals, general partnerships, limited partnerships, limited liability companies, corporations, trusts, business trusts, real estate investment trusts, estates and other associations;

(v)
(viii)

"Real property" includes land, any interest, leasehold or estate in land and any improvements on it;

(ix)

"Transferee" and "assignee" means any person or entity who obtains an interest in units of a limited liability company but is not a member of the limited liability company.

(vi)
(x)

"This act" means W.S. 17
‑
15
‑
101 through
17
‑
15
‑
144;
17
‑
15
‑
148.

17
‑
15
‑
106.

Formation.

Any person may form a limited liability company which shall have two (2) or more members by
manually or electronically
signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the company need not be a member of the limited liability company.

17
‑
15
‑
107.

Articles of organization.

(a)

The articles of organization shall set forth:

(ii)

The period of its duration, which
may be perpetual if so provided in the articles of organization. The period of duration
shall be thirty (30) years from the date of filing with the secretary of state if no period of duration is specifically set forth in the articles of organization;

(iv)

The name and address of its registered agent in the state
, and for all limited liability companies created after July 1, 2007, the name and address of the manager or managing member or members
;

(c)

The articles of organization shall
include or
be accompanied by a written consent to appointment manually
or electronically
signed by the registered agent.

(d)

A limited liability company is not required to execute an operating agreement, however the company is bound by an operating agreement whether or not the limited liability company has executed the agreement if the individual members have executed the agreement.

(e)

A transferee or assignee of a member's interest in the limited liability company is bound by all of the terms of the operating agreement whether or not the transferee or assignee executes the operating agreement.

17
‑
15
‑
110.

Registered office and registered agent to be maintained.

(a)

Each limited liability company shall have and continuously maintain in this state:

(ii)

A registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office,
a domestic limited liability company
or a domestic corporation, or a foreign corporation
or foreign limited liability company
authorized to transact business in this state, having a business office identical with such registered office.

17
‑
15
‑
114.

Service of process.

(b)

Whenever a limited liability company shall fail to appoint or maintain a registered agent in this state, or whenever its registered agent cannot with reasonable diligence be found at the registered office, then the secretary of state shall be an agent of the company upon whom any process, notice or demand may be served. Service on the secretary of state of any process, notice or demand shall be made by
registered mail or in person, by
delivering to and leaving with him, or with any clerk of his office, duplicate copies of such process, notice or demand. In the event any such process, notice or demand is served on the secretary of state, he shall immediately cause one (1) of the copies thereof to be forwarded by registered mail addressed to the limited liability company at its principal mailing address as defined and prescribed by the secretary of state. Any service so had on the secretary of state shall be returnable in not less than thirty (30) days.

17
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15
‑
122.

Interest in company; transferability of interest.

The interest of all members in a limited liability company constitutes the personal estate of the member, and may be transferred or assigned as provided in the operating agreement. However, if all of the other members of the limited liability company other than the member proposing to dispose of his or its interest do not approve of the proposed transfer or assignment by unanimous written consent, the transferee of the member's interest shall have no right to participate in the management of the business and affairs of the limited liability company or to become a member.
A creditor who becomes a transferee by virtue of receiving a charging order pursuant to W.S. 17-15-145 shall have no right to participate in the management of the business or affairs of the limited liability company or to become a member.
The transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions, to which that member would otherwise be entitled.

17
‑
15
‑
145.

Rights of creditor.

On application to a court of competent jurisdiction by a judgment creditor of a member of a limited liability company or a member's transferee, the court may charge the member's distributional interest in the limited liability company with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee of the member's interest as provided in W.S. 17
‑
15
‑
122. The charging order is the exclusive remedy by which a judgment creditor of the member or transferee may satisfy a judgment against the member's interest in a limited liability company.
A creditor of a member or of a member's transferee shall not have any right to place a lien on the property of the limited liability company or to obtain possession of or otherwise exercise any other legal or equitable remedies with respect to the property of the limited liability company.
This section does not deprive any member of a limited liability company of the benefit of any exemption laws applicable to the member's interest.

Section
3
.

This act is effective July 1, 2007.

(END)

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HB0091