Wyo. Code R. 002-0024-3
Effective Date: 06/27/2019 to Current
Rule Type: Current Rules & Regulations
Reference Number: 002.0024.3.06272019
Foreign Business Entities
Section 1. Reinstatements. A foreign business entity reinstating after failure to pay the annual fees and/or failure to maintain a registered agent, shall submit a certificate of existence/evidence/good standing dated within sixty (60) days prior to filing in the Secretary of State's Office.
Section 2. Merger. Whenever a foreign business entity authorized to transact business in this state is party to a statutory merger permitted by the laws of the state or country of formation, it shall, within thirty (30) days after a merger becomes effective, file with the secretary of state:
(a) A certificate of evidence dated within sixty (60) days prior to filing in this office; or (b) A copy of the merger documents, dated within sixty (60) days certified by the official having custody of corporate records in the state or country of formation.
Section 3. Domestication of a Foreign Profit Corporation, Nonprofit Corporation, and Limited Liability Company.
(a) The applicant shall provide a certified copy of the business entity's original articles of incorporation/formation and all amendments certified within the last six (6) months by the official having custody of corporate records in the state of formation. (b) The applicant shall provide a written consent to appointment manually signed by the registered agent.
Section 4. Continuance.
(a) The applicant shall provide: (i) A copy, either hard copy or via email, of the appropriate document from an official of the foreign jurisdiction acknowledging termination of the domicile; or (ii) A copy of the unfiled appropriate documents which will be submitted to the foreign jurisdiction after the continuance has been processed in Wyoming. (b) The applicant shall provide a written consent to appointment signed by the registered agent.
(c) The applicant shall provide a copy of the resolution authorizing continuance in Wyoming.
(d) The application for continuance shall be accompanied by its original certificate of formation and all amendments to date certified within the last six (6) months by the official having custody of corporate records in the state or country of formation.
(a) With the exception of nonprofits, any business entity conducting business in Wyoming without a certificate of authority for forty-five (45) days or more is subject to the penalty provided in W.S. 17-16-1502(d).
(b) A business entity subject to the penalty for transacting business without authority under 17-16-1502(d) shall submit past annual reports for every full twelve (12) months the entity transacted business without a certificate of authority in the state.