HB0069 • 2025

Foreign adversary ownership or control of business entities.

AN ACT relating to corporations, partnerships and associations; amending the grounds for administrative dissolution, revocation and forfeiture to include foreign adversary ownership or control as specified; and providing for an effective date.

Elections

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor: Corporations
Last action: 2025-02-24
Official status: enrolled
Effective date: 7/1/2025

Plain English Breakdown

The bill summary does not specify what happens to employees or customers of dissolved entities, leaving this detail uncertain.

Foreign Adversary Ownership or Control of Business Entities

This law allows the Secretary of State to dissolve, revoke, or forfeit business entities if they are owned or controlled by a foreign adversary as defined by U.S. regulations.

What This Bill Does

Adds new reasons for the Secretary of State to take action against corporations, partnerships, and associations.
Includes ownership or control by a foreign government or person determined to be a foreign adversary in the grounds for administrative dissolution, revocation, and forfeiture.
Requires that this determination is made according to U.S. regulations (15 C.F.R. 791.4(a)).
Exempts entities if their ownership or control has been approved by the Committee on Foreign Investment in the United States.

Who It Names or Affects

Corporations, partnerships, and associations operating within Wyoming.
The Secretary of State who will enforce these new rules.

Terms To Know

Foreign Adversary: A foreign government or person determined by the U.S. secretary of commerce to be a threat, as specified in federal regulations.
Administrative Dissolution: The process where the Secretary of State can end a business entity's legal existence without going through court proceedings.

Limits and Unknowns

Entities may still operate if their foreign ownership or control is approved by the Committee on Foreign Investment in the United States.
It does not specify what happens to employees or customers of dissolved entities.
The effectiveness date for these changes is July 1, 2025.

Bill History

2025-02-24 LSO
Assigned Chapter Number 7
2025-02-24 Governor
Governor Signed HEA No. 0009
2025-02-19 Senate
S President Signed HEA No. 0009
2025-02-18 House
H Speaker Signed HEA No. 0009
2025-02-18 LSO
Assigned Number HEA No. 0009
2025-02-18 Senate
S 3rd Reading:Passed 31-0-0-0-0
2025-02-14 Senate
S 2nd Reading:Passed
2025-02-13 Senate
S COW:Passed
2025-02-12 Senate
S Placed on General File
2025-02-12 Senate
S07 - Corporations:Recommend Do Pass 5-0-0-0-0
2025-02-10 Senate
S Introduced and Referred to S07 - Corporations
2025-01-27 Senate
S Received for Introduction
2025-01-27 House
H 3rd Reading:Passed 61-0-1-0-0
2025-01-24 House
H 2nd Reading:Passed
2025-01-23 House
H COW:Passed
2025-01-20 House
H Placed on General File
2025-01-20 House
H07 - Corporations:Recommend Do Pass 8-0-1-0-0
2025-01-15 House
H Introduced and Referred to H07 - Corporations
2025-01-02 House
H Received for Introduction
2024-12-20 LSO
Bill Number Assigned

Official Summary Text

Bill Summary - 25LSO-0116

Bill No.:

HB0069

Effective:

7/1/2025

LSO No.:

25LSO-0116

Enrolled Act No.:

HEA No. 0009

Chapter No.:

7

Prime Sponsor:

Joint Corporations, Elections & Political Subdivisions Interim Committee

Catch Title:

Foreign adversary ownership or control of business entities.

Has Report:

No

Subject:

Administrative dissolution of entities under the ownership or control of a foreign adversary.

Summary/Major Elements:

Current law provides a process for the Secretary of State to administratively dissolve corporations, partnerships and associations for various reasons.

This bill adds a new cause for the Secretary of State to administratively dissolve corporations, partnerships and associations if the entity is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary.

The above summary is not an official publication of the Wyoming Legislature and is not an official statement of legislative intent.

While the Legislative Service Office endeavored to provide accurate information in this summary, it should not be relied upon as a comprehensive abstract of the bill.

Current Bill Text

Read the full stored bill text

25LSO-0116

ORIGINAL House

Bill No
.
HB0069

ENROLLED ACT NO. 9,

HOUSE OF REPRESENTATIVES

SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING
2025 General Session

AN ACT relating to corporations, partnerships and associations; amending the grounds for administrative dissolution, revocation and forfeiture to include foreign adversary ownership or control as specified; and providing for an effective date.

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

Section 1
.

W.S. 17
‑
16
‑
1420(a)(vi)(B), (C) and by creating a new subparagraph (D), 17
‑
16
‑
1530(a)(viii)(A), (B) and by creating a new subparagraph (C), 17
‑
19
‑
1420(a)(v)(A), (B) and by creating a new subparagraph (C), 17
‑
19
‑
1530(a)(vii)(A), (B) and by creating a new subparagraph (C), 17
‑
29
‑
705(c)(iii)(B), (C) and by creating a new subparagraph (D) and 17
‑
30
‑
904(h)(iii)(C) and by creating a new subparagraph (D) are amended to read:

17
‑
16
‑
1420.

Grounds for administrative dissolution.

(a)

The secretary of state may commence a proceeding under W.S. 17
‑
16
‑
1421 to administratively dissolve a corporation if any of the following has occurred:

(vi)

It is in the public interest and the corporation:

(B)

Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state;
or

(C)

Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17
‑
28
‑
107
;
.

or

(D)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

17
‑
16
‑
1530.

Grounds for revocation.

(a)

The secretary of state may commence a proceeding under W.S. 17
‑
16
‑
1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(viii)

It is in the public interest and the corporation:

(A)

Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state;
or

(B)

Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process
;
.

or

(C)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

17
‑
19
‑
1420.

Grounds for administrative dissolution.

(a)

The secretary of state may commence a proceeding under W.S. 17
‑
19
‑
1421 to administratively dissolve a corporation if any of the following has occurred:

(v)

It is in the public interest and the corporation:

(A)

Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state;
or

(B)

Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17
‑
28
‑
107
;
.

or

(C)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

17
‑
19
‑
1530.

Grounds for revocation.

(a)

The secretary of state may commence a proceeding under W.S. 17
‑
19
‑
1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following has occurred:

(vii)

It is in the public interest and the corporation:

(A)

Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this act;
or

(B)

Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process
;
.

or

(C)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

17
‑
29
‑
705.

Administrative forfeiture of authority and articles of organization.

(c)

A limited liability company shall be deemed to be transacting business within this state without authority, to have forfeited any franchises, rights or privileges acquired under the laws thereof and shall be deemed defunct and to have forfeited its articles of organization or certificate of authority acquired under the laws of this state, and the forfeiture shall be made effective in the manner provided in subsection (a) of this section, if:

(iii)

It is in the public interest and the limited liability company or any of its members:

(B)

Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this chapter;
or

(C)

Cannot be served by either the registered agent or by mail or electronically by the secretary of state acting as the agent for process
;
.

or

(D)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

17
‑
30
‑
904.

Administrative forfeiture of authority and articles of formation.

(h)

A statutory foundation shall be deemed to be operating within this state without authority, to have forfeited any rights or privileges acquired under the laws of this state and shall be deemed to have forfeited its articles of formation filed in this state if:

(iii)

The public interest is served by forfeiture and the statutory foundation, its founder or any other person authorized to act on behalf of the statutory foundation:

(C)

Cannot be served by either the registered agent or by the secretary of state acting as the agent for process
;
.

or

(D)

Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States.

Section 2
.

This act is effective July 1, 2025
.

(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

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