7 | | - | AN ACT relating to corporations, partnerships and |
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8 | | - | associations; amending the grounds for administrative |
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9 | | - | dissolution, revocation and forfeiture to include foreign |
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10 | | - | adversary ownership or control as specified; and providing |
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11 | | - | for an effective date. |
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12 | | - | Be It Enacted by the Legislature of the State of Wyoming: |
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13 | | - | Section 1. W.S. 17-16-1420(a)(vi)(B), (C) and by |
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14 | | - | creating a new subparagraph (D), 17-16-1530(a)(viii)(A), |
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15 | | - | (B) and by creating a new subparagraph (C), |
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16 | | - | 17-19-1420(a)(v)(A), (B) and by creating a new subparagraph |
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17 | | - | (C), 17-19-1530(a)(vii)(A), (B) and by creating a new |
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18 | | - | subparagraph (C), 17-29-705(c)(iii)(B), (C) and by creating |
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19 | | - | a new subparagraph (D) and 17-30-904(h)(iii)(C) and by |
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20 | | - | creating a new subparagraph (D) are amended to read: |
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21 | | - | 17-16-1420. Grounds for administrative dissolution. |
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22 | | - | (a) The secretary of state may commence a proceeding |
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23 | | - | under W.S. 17-16-1421 to administratively dissolve a |
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24 | | - | corporation if any of the following has occurred: |
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25 | | - | (vi) It is in the public interest and the |
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26 | | - | corporation: |
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27 | | - | (B) Has provided fraudulent information or |
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28 | | - | has failed to correct false information upon request of the |
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29 | | - | secretary of state on any filing under this act with the |
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30 | | - | secretary of state; or |
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31 | | - | (C) Cannot be served by either the |
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32 | | - | secretary of state or the registered agent at its address |
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33 | | - | provided pursuant to W.S. 17-28-107;. ORIGINAL HOUSE |
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34 | | - | BILL NO. HB0069 |
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35 | | - | ENROLLED ACT NO. 9, HOUSE OF REPRESENTATIVES |
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36 | | - | SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING |
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37 | | - | 2025 GENERAL SESSION |
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38 | | - | 2 (D) Is owned or controlled by a foreign |
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39 | | - | government or foreign nongovernment person determined to be |
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40 | | - | a foreign adversary by the United States secretary of |
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41 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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42 | | - | regulation, except if the ownership or control has been |
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43 | | - | approved by the committee on foreign investment in the |
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44 | | - | United States. |
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45 | | - | 17-16-1530. Grounds for revocation. |
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46 | | - | (a) The secretary of state may commence a proceeding |
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47 | | - | under W.S. 17-16-1531 to revoke the certificate of |
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48 | | - | authority of a foreign corporation authorized to transact |
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49 | | - | business in this state if: |
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50 | | - | (viii) It is in the public interest and the |
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51 | | - | corporation: |
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52 | | - | (A) Has provided fraudulent information or |
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53 | | - | has failed to correct false information upon request of the |
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54 | | - | secretary of state on any filing under this act with the |
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55 | | - | secretary of state; or |
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56 | | - | (B) Cannot be served either by the |
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57 | | - | registered agent or by mail or electronically by the |
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58 | | - | secretary of state acting as the agent for process;. or |
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59 | | - | (C) Is owned or controlled by a foreign |
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60 | | - | government or foreign nongovernment person determined to be |
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61 | | - | a foreign adversary by the United States secretary of |
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62 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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63 | | - | regulation, except if the ownership or control has been |
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64 | | - | approved by the committee on foreign investment in the |
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65 | | - | United States. ORIGINAL HOUSE |
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66 | | - | BILL NO. HB0069 |
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67 | | - | ENROLLED ACT NO. 9, HOUSE OF REPRESENTATIVES |
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68 | | - | SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING |
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69 | | - | 2025 GENERAL SESSION |
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70 | | - | 317-19-1420. Grounds for administrative dissolution. |
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71 | | - | (a) The secretary of state may commence a proceeding |
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72 | | - | under W.S. 17-19-1421 to administratively dissolve a |
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73 | | - | corporation if any of the following has occurred: |
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74 | | - | (v) It is in the public interest and the |
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75 | | - | corporation: |
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76 | | - | (A) Has provided fraudulent information or |
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77 | | - | has failed to correct false information upon request of the |
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78 | | - | secretary of state on any filing under this act with the |
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79 | | - | secretary of state; or |
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80 | | - | (B) Cannot be served by either the |
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81 | | - | secretary of state or the registered agent at its address |
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82 | | - | provided pursuant to W.S. 17-28-107;. |
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83 | | - | (C) Is owned or controlled by a foreign |
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84 | | - | government or foreign nongovernment person determined to be |
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85 | | - | a foreign adversary by the United States secretary of |
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86 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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87 | | - | regulation, except if the ownership or control has been |
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88 | | - | approved by the committee on foreign investment in the |
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89 | | - | United States. |
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90 | | - | 17-19-1530. Grounds for revocation. |
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91 | | - | (a) The secretary of state may commence a proceeding |
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92 | | - | under W.S. 17-19-1531 to revoke the certificate of |
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93 | | - | authority of a foreign corporation authorized to transact |
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94 | | - | business in this state if any of the following has |
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95 | | - | occurred: ORIGINAL HOUSE |
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96 | | - | BILL NO. HB0069 |
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97 | | - | ENROLLED ACT NO. 9, HOUSE OF REPRESENTATIVES |
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98 | | - | SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING |
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99 | | - | 2025 GENERAL SESSION |
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100 | | - | 4(vii) It is in the public interest and the |
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101 | | - | corporation: |
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102 | | - | (A) Has provided fraudulent information or |
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103 | | - | has failed to correct false information upon request of the |
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104 | | - | secretary of state on any filing with the secretary of |
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105 | | - | state under this act; or |
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106 | | - | (B) Cannot be served either by the |
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107 | | - | registered agent or by mail or electronically by the |
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108 | | - | secretary of state acting as the agent for process;. or |
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109 | | - | (C) Is owned or controlled by a foreign |
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110 | | - | government or foreign nongovernment person determined to be |
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111 | | - | a foreign adversary by the United States secretary of |
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112 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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113 | | - | regulation, except if the ownership or control has been |
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114 | | - | approved by the committee on foreign investment in the |
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115 | | - | United States. |
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116 | | - | 17-29-705. Administrative forfeiture of authority and |
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117 | | - | articles of organization. |
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118 | | - | (c) A limited liability company shall be deemed to be |
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119 | | - | transacting business within this state without authority, |
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120 | | - | to have forfeited any franchises, rights or privileges |
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121 | | - | acquired under the laws thereof and shall be deemed defunct |
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122 | | - | and to have forfeited its articles of organization or |
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123 | | - | certificate of authority acquired under the laws of this |
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124 | | - | state, and the forfeiture shall be made effective in the |
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125 | | - | manner provided in subsection (a) of this section, if: |
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126 | | - | (iii) It is in the public interest and the |
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127 | | - | limited liability company or any of its members: ORIGINAL HOUSE |
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128 | | - | BILL NO. HB0069 |
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129 | | - | ENROLLED ACT NO. 9, HOUSE OF REPRESENTATIVES |
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130 | | - | SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING |
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131 | | - | 2025 GENERAL SESSION |
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132 | | - | 5 (B) Has provided fraudulent information or |
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133 | | - | has failed to correct false information upon request of the |
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134 | | - | secretary of state on any filing with the secretary of |
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135 | | - | state under this chapter; or |
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136 | | - | (C) Cannot be served by either the |
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137 | | - | registered agent or by mail or electronically by the |
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138 | | - | secretary of state acting as the agent for process;. or |
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139 | | - | (D) Is owned or controlled by a foreign |
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140 | | - | government or foreign nongovernment person determined to be |
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141 | | - | a foreign adversary by the United States secretary of |
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142 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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143 | | - | regulation, except if the ownership or control has been |
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144 | | - | approved by the committee on foreign investment in the |
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145 | | - | United States. |
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146 | | - | 17-30-904. Administrative forfeiture of authority and |
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147 | | - | articles of formation. |
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148 | | - | (h) A statutory foundation shall be deemed to be |
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149 | | - | operating within this state without authority, to have |
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150 | | - | forfeited any rights or privileges acquired under the laws |
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151 | | - | of this state and shall be deemed to have forfeited its |
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152 | | - | articles of formation filed in this state if: |
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153 | | - | (iii) The public interest is served by |
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154 | | - | forfeiture and the statutory foundation, its founder or any |
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155 | | - | other person authorized to act on behalf of the statutory |
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156 | | - | foundation: |
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157 | | - | (C) Cannot be served by either the |
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158 | | - | registered agent or by the secretary of state acting as the |
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159 | | - | agent for process;. or ORIGINAL HOUSE |
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160 | | - | BILL NO. HB0069 |
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161 | | - | ENROLLED ACT NO. 9, HOUSE OF REPRESENTATIVES |
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162 | | - | SIXTY-EIGHTH LEGISLATURE OF THE STATE OF WYOMING |
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163 | | - | 2025 GENERAL SESSION |
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164 | | - | 6 (D) Is owned or controlled by a foreign |
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165 | | - | government or foreign nongovernment person determined to be |
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166 | | - | a foreign adversary by the United States secretary of |
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167 | | - | commerce and specified in 15 C.F.R. 791.4(a) or a successor |
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168 | | - | regulation, except if the ownership or control has been |
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169 | | - | approved by the committee on foreign investment in the |
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170 | | - | United States. |
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171 | | - | Section 2. This act is effective July 1, 2025. |
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172 | | - | (END) |
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173 | | - | Speaker of the HousePresident of the SenateGovernorTIME APPROVED: _________DATE APPROVED: _________ |
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174 | | - | I hereby certify that this act originated in the House. |
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175 | | - | Chief Clerk |
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| 55 | + | 8 |
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| 56 | + | 9 (a) The secretary of state may commence a proceeding |
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| 57 | + | 10 under W.S. 17-16-1531 to revoke the certificate of |
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| 58 | + | 11 authority of a foreign corporation authorized to transact |
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| 59 | + | 12 business in this state if: |
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| 60 | + | 13 |
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| 61 | + | 14 (viii) It is in the public interest and the |
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| 62 | + | 15 corporation: |
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| 63 | + | 16 |
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| 64 | + | 17 (A) Has provided fraudulent information or |
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| 65 | + | 18 has failed to correct false information upon request of the |
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| 66 | + | 19 secretary of state on any filing under this act with the |
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| 67 | + | 20 secretary of state; or |
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| 68 | + | 21 2025STATE OF WYOMING25LSO-01164HB00691 (B) Cannot be served either by the |
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| 69 | + | 2 registered agent or by mail or electronically by the |
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| 70 | + | 3 secretary of state acting as the agent for process;. or |
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| 82 | + | 15 (a) The secretary of state may commence a proceeding |
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| 83 | + | 16 under W.S. 17-19-1421 to administratively dissolve a |
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| 84 | + | 17 corporation if any of the following has occurred: |
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| 85 | + | 18 |
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| 86 | + | 19 (v) It is in the public interest and the |
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| 87 | + | 20 corporation: |
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| 88 | + | 21 |
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| 89 | + | 22 (A) Has provided fraudulent information or |
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| 90 | + | 23 has failed to correct false information upon request of the 2025STATE OF WYOMING25LSO-01165HB0069 |
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| 91 | + | 1 secretary of state on any filing under this act with the |
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| 92 | + | 2 secretary of state; or |
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| 93 | + | 3 |
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| 94 | + | 4 (B) Cannot be served by either the |
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| 95 | + | 5 secretary of state or the registered agent at its address |
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| 96 | + | 6 provided pursuant to W.S. 17-28-107;. or |
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| 107 | + | 17 |
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| 108 | + | 18 (a) The secretary of state may commence a proceeding |
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| 109 | + | 19 under W.S. 17-19-1531 to revoke the certificate of |
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| 110 | + | 20 authority of a foreign corporation authorized to transact |
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| 111 | + | 21 business in this state if any of the following has |
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| 112 | + | 22 occurred: |
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| 113 | + | 23 2025STATE OF WYOMING25LSO-01166HB00691 (vii) It is in the public interest and the |
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| 114 | + | 2 corporation: |
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| 115 | + | 3 |
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| 116 | + | 4 (A) Has provided fraudulent information or |
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| 117 | + | 5 has failed to correct false information upon request of the |
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| 118 | + | 6 secretary of state on any filing with the secretary of |
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| 119 | + | 7 state under this act; or |
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| 120 | + | 8 |
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| 121 | + | 9 (B) Cannot be served either by the |
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| 122 | + | 10 registered agent or by mail or electronically by the |
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| 123 | + | 11 secretary of state acting as the agent for process;. or |
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| 135 | + | 23 2025STATE OF WYOMING25LSO-01167HB00691 (c) A limited liability company shall be deemed to be |
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| 136 | + | 2 transacting business within this state without authority, |
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| 137 | + | 3 to have forfeited any franchises, rights or privileges |
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| 138 | + | 4 acquired under the laws thereof and shall be deemed defunct |
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| 139 | + | 5 and to have forfeited its articles of organization or |
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| 140 | + | 6 certificate of authority acquired under the laws of this |
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| 141 | + | 7 state, and the forfeiture shall be made effective in the |
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| 142 | + | 8 manner provided in subsection (a) of this section, if: |
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| 143 | + | 9 |
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| 144 | + | 10 (iii) It is in the public interest and the |
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| 145 | + | 11 limited liability company or any of its members: |
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| 146 | + | 12 |
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| 147 | + | 13 (B) Has provided fraudulent information or |
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| 148 | + | 14 has failed to correct false information upon request of the |
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| 149 | + | 15 secretary of state on any filing with the secretary of |
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| 150 | + | 16 state under this chapter; or |
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| 151 | + | 17 |
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| 152 | + | 18 (C) Cannot be served by either the |
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| 153 | + | 19 registered agent or by mail or electronically by the |
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| 154 | + | 20 secretary of state acting as the agent for process;. or |
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| 157 | + | 23 2025STATE OF WYOMING25LSO-01168HB0069 |
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| 167 | + | 10 (h) A statutory foundation shall be deemed to be |
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| 168 | + | 11 operating within this state without authority, to have |
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| 169 | + | 12 forfeited any rights or privileges acquired under the laws |
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| 170 | + | 13 of this state and shall be deemed to have forfeited its |
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| 171 | + | 14 articles of formation filed in this state if: |
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| 172 | + | 15 |
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| 173 | + | 16 (iii) The public interest is served by |
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| 174 | + | 17 forfeiture and the statutory foundation, its founder or any |
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| 175 | + | 18 other person authorized to act on behalf of the statutory |
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| 176 | + | 19 foundation: |
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| 177 | + | 20 |
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| 178 | + | 21 (C) Cannot be served by either the |
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| 179 | + | 22 registered agent or by the secretary of state acting as the |
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| 180 | + | 23 agent for process;. or 2025STATE OF WYOMING25LSO-01169HB0069 |
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| 189 | + | 9 |
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| 190 | + | 10. This act is effective July 1, 2025 |
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| 191 | + | 11 |
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| 192 | + | 12 (END) |
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