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26LSO-0462
2026
STATE OF WYOMING
26LSO-0462
Numbered
2.0
HOUSE BILL NO. HB0125
Business entity forced dissolution for fraud.
Sponsored by: Representative(s) Lucas, Guggenmos, Hoeft, McCann, Ottman and Smith and Senator(s) Pearson
A BILL
for
AN ACT relating to corporations, partnerships and associations; providing for administrative dissolution of or revocation of certificate of authority for corporations, limited liability companies and statutory foundations as specified; and providing for an effective date.
Be It Enacted by the Legislature of the State of Wyoming:
Section 1
.
W.S. 17
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16
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1420(a)(vi)(D), (E) and by creating a new subparagraph (F), 17
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16
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1530(a)(viii)(C), (D) and by creating a new subparagraph (E), 17
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19
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1420(a)(v)(C), (D) and by creating a new subparagraph (E), 17
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19
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1530(a)(vii)(C), (D) and by creating a new subparagraph (E), 17
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29
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705(c)(iii)(D), (E) and by creating a new subparagraph (F) and 17
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30
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904(h)(iii)(D), (E) and by creating a new subparagraph (F) are amended to read:
17
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16
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1420.
Grounds for administrative dissolution.
(a)
The secretary of state may commence a proceeding under W.S. 17
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16
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1421 to administratively dissolve a corporation if any of the following has occurred:
(vi)
It is in the public interest and the corporation:
(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;
or
(E)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
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28
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108 or following notification by the registered agent
;
.
or
(F)
Has a board member who has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
17
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16
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1530.
Grounds for revocation.
(a)
The secretary of state may commence a proceeding under W.S. 17
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16
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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:
(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;
or
(D)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
‑
28
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108 or following notification by the registered agent
;
.
or
(E)
Has a board member who has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
17
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19
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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:
(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;
or
(D)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
‑
28
‑
108 or following notification by the registered agent
;
.
or
(E)
Board member has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
17
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19
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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:
(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;
or
(D)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
‑
28
‑
108 or following notification by the registered agent
;
.
or
(E)
Has a board member who has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
17
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29
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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:
(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;
or
(E)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
‑
28
‑
108 or following notification by the registered agent
;
.
or
(F)
Has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
17
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30
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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:
(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;
or
(E)
Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17
‑
28
‑
108 or following notification by the registered agent
;
.
or
(F)
Has been convicted of or found civilly liable for any act that constitutes fraud against another person under the laws of the United States or the laws of this state.
Section 2
.
This act is effective July 1, 2026
.
(END)
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HB0125