Wyo. Code R. 002-0023-9
Effective Date: 09/22/2021 to Current
Rule Type: Current Rules & Regulations
Reference Number: 002.0023.9.09222021
Registered Agent Requirements
(a) A registered agent shall:
(i) Comply with the Registered Offices and Agents Act, W.S. 17-28-101 et seq. (the Act);
(ii) Maintain a registered office that is a physical location at a street address and not a post office box or a drop box;
(iii) Be physically present at the registered office during business hours, or shall have a natural person, who has an agency relationship with the registered agent and who is authorized to accept service of process on behalf of the entities served by the registered agent, physically present at the registered office;
(iv) Keep a copy of the written agreement creating an agency relationship between the registered agent and the natural person who is authorized to accept service of process on behalf of the business entities represented by the registered agent;
(v) Keep a copy of the name, address and phone number of the communications contact person, as required by W.S. 17-28-104(d), unless the registered agent and entity agree that such information be filed with the secretary of state, and they comply with W.S. 17-28-107(b); and
(vi) Register as a Commercial Registered Agent if the agent serves as a registered agent for more than ten (10) entities, including a registered agent which serves as a registered agent for the entities served by another Commercial Registered agent.
(vii) In the event of an emergency which prevents a natural person from being physically present at the registered office, a sign shall be posted in a prominent location providing a phone number where a natural person can be reached who can immediately complete all duties required by a registered agent.
(a) The registered agent shall maintain records at the registered office as provided by W.S. 17-28-107(a)(v); or
(b) If the registered agent and entity agree, the entity shall file the information required by W.S. 17-28-107(a)(v) (A) and (B) with the secretary of state.
(a) Every entity shall provide to its registered agent or the secretary of state as provided in W.S. 17-28-107(b), the following information:
(i) The name of a natural person who is:
(A) An officer authorized to receive communications from the registered agent;
(B) A director authorized to receive communications from the registered agent; or
(C) An employee authorized to receive communications from the registered agent.
(D) The designated communications contact for the entity shall not be the entity's registered agent or an employee of the entity's registered agent unless the registered agent is the entity's officer, director, limited liability company member or manager, managing partner or trustee.
(ii) The business address of the natural person; and
(iii) The phone number of the natural person.
(b) A natural person shall be the designated communications contact person for the entity.
(c) The information required in subsection (a) shall be kept current within 60 days of any change.
(a) A record shall:
(i) Contain all information required by law and these rules;
(ii) Be written or, if electronic, be able to be immediately printed;
(iii) Be in English, as appropriate; and
(iv) Be legible.
(b) All records that are required to be kept by the registered agent shall be: (i) Maintained in paper format at the physical office; or (ii) Maintained in electronic format if they can be either printed or downloaded onto a recordable device, or other medium approved by the secretary of state, upon request; (iii) Available via remote access if the registered agent can produce the records in a time frame and format consistent with the time frames associated with (i) and (ii) above. (c) The secretary of state or their representatives shall have access to records as provided by W.S. 17-28-107(a)(v). The secretary of state has the discretion to allow a registered agent time to produce records, depending upon individual circumstances. (d) The secretary of state or their representatives may examine these records and compel their production as provided by W.S. 17-28-108.
(a) Service of process shall be accepted by the registered agent on behalf of an entity for which the registered agent is appointed. (b) If the registered agent is an entity, then a natural person having an agency relationship with the registered agent shall accept service of process. (c) If an entity does not have a registered agent or the registered agent cannot with reasonable diligence be served, the entity may be served at its principal office by registered or certified mail as provided in W.S. 17-28-104. (d) If an entity does not have a registered agent, the secretary of state may accept service of process for the entity and shall forward it to the entity at its principal office by registered or certified mail as provided in W.S. 17-28-104.
(a) Notification of resignation (i) To resign, a registered agent must first notify each affected entity in writing, whether by mail to the address mandated by the affected entity's governing statute or by email, thirty (30) days prior to filing a Statement of Resignation with the secretary of state.
(ii) The notification shall be addressed to any officer or other authorized person of the entity, other than the registered agent.
(iii) The notification may include a statement that the registered office is also discontinued, if applicable.
(iv) Following receipt of the notification of resignation from the registered agent, the entity has thirty (30) days to provide the secretary of state with an Appointment of New Registered Agent and Office form, in compliance with W.S. 17-28-102(a).
(b) If the entity has not appointed a new registered agent during the thirty (30) day notification period, upon receipt of a Statement of Resignation by a Registered Agent, the secretary of state shall classify the entity as delinquent awaiting administrative dissolution, revocation or forfeiture, as appropriate.
(c) When a Statement of Resignation is filed and there has been no successor appointed and the entity has not appointed a new registered agent, service of process shall be upon the secretary of state until a new appointment is made or until the entity is administratively dissolved, revoked or forfeited, as appropriate.
(a) For any LLC with series created under W. S. 17-29-211, a single registered agent shall be appointed for the LLC and all series.
(b) No LLC series created under W.S. 17-29-211 or any other subdivision of a business entity shall serve as a registered agent.
(c) For any LLC with one or more designated series, a registered agent shall maintain the following information:
(i) A list of all of the LLC’s series;
(ii) The names and addresses of each of the series’ members, directors, officers, limited liability company managers, managing partners or persons serving in a similar capacity; and
(iii) The name, physical address and business telephone number of a natural person for each series who is authorized to receive communications from the registered agent.