Wyo. Code R. 002-0024-1
Effective Date: 07/01/2021 to 08/10/2021
Rule Type: Expired Emergency Rules & Regulations
Reference Number: 002.0024.1.07012021
General Provisions
Emergency rules are in effect no longer than 120 days after filing with the Registrar of Rules.
Section 1. Authority and Purpose. The secretary of state is adopting these rules to promote uniform administration of Wyoming Statutes as they pertain to business entity filings. The secretary of state is authorized to promulgate rules pursuant to:
(a) W.S. 17-16-122 and W.S. 17-16-130: Wyoming Business Corporation Act; (b) W.S. 17-29-210(iv) and W.S. 17-29-1102: Wyoming Limited Liability Company Act; (c) W.S. 17-19-122 and W.S. 17-19-130: Wyoming Nonprofit Corporation Act; (d) W.S. 17-10-203: Wyoming Processing Cooperative Law; (e) W.S. 17-23-117: Wyoming Statutory Trust Act; (f) W.S. 17-14-210: Uniform Limited Partnership Act; (g) W.S. 17-30-106: Wyoming Statutory Foundation Act; and (h) W.S. 17-21-108: Uniform Partnership Act.
Section 2. Definitions.
(a) “Authorized” is defined as being officially registered with the secretary of state. (b) “Deceptively Similar” means a proposed business name, trade name, trademark or service mark which is similar in appearance to, similar in sound to, or most pertinent words are the same as, an authorized trademark, trade name or service mark. (c) “Duplicating charges” are set at the same rate as noted in W.S. 9-1-305. (d) “Fifteen days” means fifteen (15) business days. (e) “Five days” means five (5) business days. (f) “Forty-five days” means forty-five (45) calendar days.
(g) 'Mailbox location' means any place used primarily to receive, store or forward mail, such as a post office box location or a private business with similar function.
(h) 'Principal address,' 'principal business address,' and 'principal office address' means the primary location where business activities are performed and business records are kept, and is not a mailbox location.
(i) 'Ten days' means ten (10) business days.
(j) 'Twenty days' means twenty (20) calendar days.
(k) 'Sixty days' means sixty (60) calendar days.
(l) 'Written notice' means delivery by standard United States mail unless otherwise noted in the same statute or rules. The secretary of state may send notice by a more expedited or secure method such as priority mail, certified mail, express delivery service, or email.
(a) Domestic and foreign business entities shall be in active status and in good standing before statutorily authorized amendments, dissolutions, mergers, withdrawals, and transfers can be filed by the secretary of state.
(b) The document shall be in the English language. The business name need not be in English if it is written in English alphanumeric characters and punctuation, Arabic or Roman numerals.
(c) The secretary of state may void the filing of a document as of the date of filing and remove it from the records if:
(i) The fee for the document was paid by an instrument or credit card payment that was dishonored when presented to the state for payment; and
(ii) The business entity fails to pay the fee, plus any additional processing charge authorized by law within ten (10) days of notice.
(a) Wyoming Business Corporation Act, W.S. 17-16-101 through 17-16-1803:
| All Other Amendments | $60.00 |
|---|---|
| Certificates of Existence/Evidence/Good Standing | $20.00 |
| Reinstatement for Tax | $100.00 |
Reserved Name/Transfer of Reserved Name $60.00
(b) Wyoming Limited Liability Company Act, W.S. 17-29-210:
| Articles of Domestication/Articles of Continuance | $100.00 |
|---|---|
| Certificates of Existence/Evidence/Good Standing | $20.00 |
| Reinstatement Fee | $100.00 |
| Reserved Name/Transfer of Reserved Name | $60.00 |
| All Other Amendments | $60.00 |
(c) Wyoming Nonprofit Corporation Act, W.S. 17-19-122:
| All Other Amendments | $25.00 |
|---|---|
| Certificates of Existence/Evidence/Good Standing | $20.00 |
| Reinstatement for Tax | $25.00 |
| Reserved Name/Transfer of Reserved Name | $25.00 |
(d) Wyoming Processing Cooperative Law, W.S. 17-10-203:
| Articles of Organization | $100.00 |
|---|---|
| Certificate of Authority | $150.00 |
| Certificates of Existence/Evidence/Good Standing | $20.00 |
| Reinstatement for Tax | $100.00 |
| Reinstatement for Registered Agent Plus Penalty | $200.00 |
| All Other Amendments | $60.00 |
NOTE: Annual license tax is prescribed by W.S. 17-16-1630.
(e) Wyoming Statutory Trust Act, W.S. 17-23-101 through 17-23-302:
| Certificate of Trust/Continuance of Foreign Statutory Trust | $100.00 |
|---|---|
| Certificate of Authority | $150.00 |
| Certificates of Existence/Evidence/Good Standing | $20.00 |
| All Other Amendments | $60.00 |
| Reserved Name/Transfer of Reserved Name | $60.00 |
| Reinstatement Fee | $100.00 |
(f) Uniform Limited Partnership Act, W.S. 17-14-905
| Restated Articles/Amended Articles | $60.00 |
|---|---|
| Statement of Merger | $60.00 |
| Reinstatement Fee | $100.00 |
(g) Wyoming Statutory Foundation Act, W.S. 17-30-704
| Cancellation/Correction/Transfer | $60.00 |
|---|---|
| Reinstatement Fee | $100.00 |
| (h) Uniform Partnership Act (Registered Limited Liability Partnerships), W.S. 17-21-1101 | |
| Statement of Continuance | $100.00 |
| All Other Amendments | $60.00 |
| Reinstatement Fee | $100.00 |
Section 5. Courtesy Notice to Business Entities Not Registered. Whenever the secretary of state is notified that a business entity, whether domestic or foreign, is transacting business without appropriate registration, the secretary of state shall take action to determine how long the company has been doing business without appropriate registration. Notice shall be sent to the business entity as to taxes, fees, interest and penalties due based on this determination. If the business entity disagrees, it must notify the secretary of state within ten (10) days advising why the taxes, fees, interest and penalties are not due. The secretary of state shall then make a final ruling. Any final decision may be appealed to the appropriate district court pursuant to the Wyoming Administrative Procedure Act. If the procedure in this Section is invoked, the thirty (30) day appeal time provided in Rule 12.04 of the Wyoming Rules of Appellate Procedure and the judicial review addressed in W.S. 16-3-114, does not begin to run until the secretary of state issues a final decision letter.