Business entities-reinstatement fees.

WORKING DRAFT

ORIGINAL HOUSE

BILL

NO.
0023

ENROLLED ACT NO. 34, HOUSE OF REPRESENTATIVES

SIXTIETH LEGISLATURE OF THE STATE OF
WYOMING
2010 BUDGET SESSION

AN ACT relating to
business entities
;
modifying
fees
required
upon reinstatement following
administrative
dissolution
or forfeiture
;
providing conforming provisions;
and providing for an effective date.

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

Section 1.
W.S.
17
‑
14
‑
905(b), 17
‑
15
‑
112(b)
,
17
‑
16
‑
1422(a)(iv) and (v)
, 17
‑
19
‑
1422(a)(iv) and (v) and 17
‑
21
‑
1107(b)
are amended to read:

17
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14
‑
905.

Reinstatement following 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.

17
‑
15
‑
112.

Administrative forfeiture of authority and certificate of organization.

(b)

If any limited liability company has failed to pay the tax required by W.S. 17
‑
15
‑
132(a)(vi) it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof. The forfeiture shall be made effective in the following manner. The secretary of state shall provide notice to the limited liability company at its last known mailing address by first class mail. Unless compliance is made within sixty (60) days of the date of notice the limited liability company shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct limited liability company may at any time within two (2) years after the forfeiture of its certificate, be revived and reinstated by paying
double
the amount of the delinquent taxes. When the reinstatement is effective, it relates back to and takes effect as of the effective date deemed defunct pursuant to this subsection and the limited liability company resumes carrying on its business as if it had never been deemed defunct.

17
‑
16
‑
1422.

Reinstatement following administrative dissolution.

(a)

An officer or other person with proper authority at the time a corporation was administratively dissolved under W.S. 17
‑
16
‑
1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation 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 corporation was engaged in illegal operations. The application shall:

(iv)

If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17
‑
16
‑
1630, include payment of
a sum equal to double the amount of
fees and taxes then delinquent and a reinstatement certificate fee prescribed pursuant to W.S. 17
‑
16
‑
122; and

(v)

If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a two hundred fifty dollar ($250.00) reinstatement fee and payment of
a sum equal to double the amount of
any fees and taxes then delinquent.

17
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19
‑
1422.

Reinstatement following administrative dissolution.

(a)

A corporation administratively dissolved under W.S. 17
‑
19
‑
1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation 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 corporation was engaged in illegal operations. The application shall:

(iv)

If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17
‑
19
‑
1630, include payment of
a sum equal to double the amount of
fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17
‑
19
‑
122; and

(v)

If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of
a sum equal to double the amount of
any fees and taxes then delinquent.

17
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21
‑
1107.

Reinstatement following 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.

Section 2.

(a)

Notwithstanding section 1 of this act, if 2010 Senate File 18 is enacted into law, the amendment of W.S. 17
‑
15
‑
112(b) in section 1 of this act shall not be effective.

(b)

This section shall not be effective if 2010 Senate File 18 is not enacted into law.

Section
3
.
This act is effective July 1, 2010.

(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