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S.F. No. 0018 |
Business entities-revisions. |
Sponsored By: Joint Corporations, Elections and Political Subdivisions Interim Committee
AN ACT relating to business entities; providing a penalty for filing a false document; providing for forfeiture of limited liability company articles of organization; providing for administrative dissolution of corporations; providing for fees; providing for revocation of authority for foreign corporations; providing for interim classifications; and providing for an effective date.
12/17/2007 Bill Number Assigned
2/11/2008 S Received for Introduction
2/11/2008 S Introduced and Referred to S07
ROLL CALL
Ayes: Senator(s) Anderson, J., Aullman, Burns, Case, Cooper, Decaria, Fecht, Hastert, Job, Johnson, Landen, Larson, Massie, Meier, Mockler, Nicholas, Peterson, Ross, Schiffer, Scott, Sessions and Von Flatern
Nays: Senator(s) Bebout, Coe, Geis, Hines, Jennings, Perkins, Townsend and Vasey
Ayes 22 Nays 8 Excused 0 Absent 0 Conflicts 0
2/19/2008 S07 Recommended Do Pass
ROLL CALL
Ayes: Senator(s) Case, Cooper, Decaria, Larson and Scott
Ayes 5 Nays 0 Excused 0 Absent 0 Conflicts 0
2/19/2008 S Placed on General File
2/21/2008 S Passed CoW
2/22/2008 S Passed 2nd Reading
2/25/2008 S Passed 3rd Reading
ROLL CALL
Ayes: Senator(s) Anderson, J., Aullman, Bebout, Burns, Case, Coe, Cooper, Decaria, Fecht, Geis, Hastert, Hines, Jennings, Job, Johnson, Landen, Larson, Massie, Meier, Mockler, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend, Vasey and Von Flatern
Ayes 30 Nays 0 Excused 0 Absent 0 Conflicts 0
2/25/2008 H Received for Introduction
2/25/2008 H Introduced and Referred to H07
2/26/2008 H07 Recommended Do Pass
ROLL CALL
Ayes: Representative(s) Brown, Gilmore, Illoway, Martin, Meyer, Miller, Quarberg, Stubson and Zwonitzer, Dn.
Ayes 9 Nays 0 Excused 0 Absent 0 Conflicts 0
2/26/2008 H Placed on General File
2/27/2008 H Passed CoW
2/28/2008 H Passed 2nd Reading
2/29/2008 H Laid Back Pursuant to HR 9-3
SF0018H3002/ADOPTED
Delete the Illoway third reading amendment (SF0018H3001/A) entirely.
Further amend as follows:
Page 2-line 4 Delete "felony" insert "misdemeanor".
Page 2-line 5 Delete "two thousand" insert "one thousand dollars ($1,000.00), imprisonment for not more than six (6) months, or both.".
Page 2-lines 6 and 7 Delete entirely.
Page 2-line 9 After "17-15-112" delete balance of the line.
Page 2-line 10 Delete the line through "(d)".
Page 2-After line 24 Insert:
"(a) If any limited liability company
has failed for thirty (30) days to appoint and maintain a registered agent in
this state, or has failed for thirty (30) days after change of its registered
office or registered agent to file in the office of the secretary of state a
statement of the change it shall be deemed to be transacting business within
this state without authority and to have forfeited any franchises, rights or
privileges acquired under the laws thereof and the forfeiture shall be made
effective in the following manner. The secretary of state shall mail by
certified mail a notice of its failure to comply with aforesaid provisions.
Unless compliance is made within thirty (30) days of the delivery of notice,
the limited liability company shall be deemed defunct and to have forfeited its
certificate of organization acquired under the laws of this state. Provided,
that any defunct limited liability company may at any time within two (2) years
after the forfeiture of its certificate, in the manner herein provided, be
revived and reinstated, by filing the necessary statement under this act and
paying a reinstatement fee established by the secretary of state by rule,
together with a penalty of one hundred dollars
($100.00) two hundred fifty ($250.00)
dollars. The reinstatement fee shall not exceed the costs of
providing the reinstatement service. The limited liability company shall
retain its registered name during the two (2) year reinstatement period under
this section.".
Page 3-lines 22 through 24 Delete all new language.
Page 4-line 1 Delete the line through "fee".
Page 4-line 22 After "a" insert "valid and enforceable".
Page 5-line 13 Delete the line through "the"; after "registered agent" delete balance of line and insert "or by mail by the secretary of state acting as the agent for process.".
Page 5-line 14 Delete entirely.
Page 6-line 15 Before "subpoena" insert "valid and enforceable".
Page 9-line 19 Before "subpoena" insert "valid and enforceable".
Page 12-line 12 Before "subpoena" insert "valid and enforceable".
Page 15-line 22 Before "subpoena" insert "valid and enforceable". SIMPSON
3/3/2008 H Passed 3rd Reading
ROLL CALL
Ayes: Representative(s) Alden, Anderson, R., Bagby, Berger, Blake, Brechtel, Brown, Buchanan, Childers, Cohee, Craft, Davison, Diercks, Dockstader, Edmonds, Edwards, Esquibel, F., Esquibel, K., Gilmore, Gingery, Goggles, Hales, Hallinan, Hammons, Harshman, Harvey, Iekel, Illoway, Jaggi, Jones, Jorgensen, Landon, Lockhart, Lubnau, Madden, Martin, McOmie, Mercer, Meyer, Miller, Millin, Olsen, Petersen, Philp, Quarberg, Samuelson, Semlek, Shepperson, Simpson, Slater, Steward, Stubson, Teeters, Thompson, Throne, Wallis, White, Zwonitzer, Dn. and Zwonitzer, Dv.
Excused: Representative(s) Warren
Ayes 59 Nays 0 Excused 1 Absent 0 Conflicts 0
3/3/2008 S Did Not Concur
ROLL CALL
Nays: Senator(s) Anderson, J., Aullman, Bebout, Burns, Case, Coe, Cooper, Decaria, Fecht, Geis, Hastert, Hines, Jennings, Job, Johnson, Landen, Massie, Meier, Mockler, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend, Vasey and Von Flatern
Excused: Senator(s) Larson
Ayes 0 Nays 29 Excused 1 Absent 0 Conflicts 0
3/3/2008 S Appointed JCC01 Members
Senator(s) Johnson, Decaria, Perkins
3/3/2008 H Appointed JCC01 Members
Representative(s) Quarberg, Brown, Throne
3/5/2008 Requested a new committee
3/5/2008 S Appointed JCC02 Members
Senator(s) Johnson, Decaria, Perkins
3/5/2008 H Appointed JCC02 Members
Representative(s) Quarberg, Brown, Throne
3/6/2008 S Adopted SF0018JC02
ROLL CALL
Ayes: Senator(s) Anderson, J., Aullman, Bebout, Burns, Case, Cooper, Decaria, Fecht, Geis, Hastert, Hines, Jennings, Job, Johnson, Landen, Massie, Meier, Mockler, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend and Von Flatern
Nays: Senator(s) Vasey
Excused: Senator(s) Coe and Larson
Ayes 27 Nays 1 Excused 2 Absent 0 Conflicts 0
3/6/2008 H Adopted SF0018JC02
ROLL CALL
Ayes: Representative(s) Alden, Anderson, R., Bagby, Berger, Blake, Brown, Buchanan, Childers, Cohee, Craft, Diercks, Dockstader, Edmonds, Edwards, Esquibel, F., Esquibel, K., Gilmore, Gingery, Goggles, Hales, Hallinan, Hammons, Harshman, Harvey, Iekel, Illoway, Jaggi, Jones, Jorgensen, Landon, Lockhart, Madden, Martin, McOmie, Mercer, Meyer, Miller, Millin, Olsen, Petersen, Philp, Quarberg, Samuelson, Semlek, Shepperson, Simpson, Slater, Steward, Stubson, Teeters, Thompson, Throne, Wallis, Warren, White, Zwonitzer, Dn. and Zwonitzer, Dv.
Nays: Representative(s) Brechtel and Lubnau
Excused: Representative(s) Davison
Ayes 57 Nays 2 Excused 1 Absent 0 Conflicts 0
SF0018JC02/AA ADOPTED (TO ENGROSSED COPY)
Delete the following House amendments:
Further amend as follows:
Page 1-line 2 Delete "signing" insert "filing".
Page 1-line 11 Delete "17‑27‑102" insert "6‑5‑308".
Page 1-line 13 Delete "17‑27‑102" insert "6‑5‑308"; delete "signing" insert "filing".
Page 1-line 15 Delete "an offense" insert "a felony punishable by imprisonment for not more than two (2) years, a fine of not more than two thousand dollars ($2,000.00), or both,"; after "he" insert "files with the secretary of state and".
Page 1-line 16 After "knowingly" insert ":" delete balance of line; insert:
"(i) Falsifies, conceals or covers up by any trick, scheme or device a material fact;
(ii) Makes any materially false, fictitious or fraudulent statement or representation; or
(iii) Makes or uses any false writing or document knowing the same to contain any materially false, fictitious or fraudulent statement or entry.".
Page 2-lines 1 through 7 Delete.
Page 2-line 9 After "W.S." delete balance of line and insert "17‑15‑112".
Page 2-line 10 Delete line through "(d)".
Page 2-After line 24 Insert:
"(a) If any limited liability
company has failed for thirty (30) days to appoint and maintain a registered
agent in this state, or has failed for thirty (30) days after change of its
registered office or registered agent to file in the office of the secretary of
state a statement of the change it shall be deemed to be transacting business
within this state without authority and to have forfeited any franchises,
rights or privileges acquired under the laws thereof and the forfeiture shall
be made effective in the following manner. The secretary of state shall mail by
certified mail a notice of its failure to comply with aforesaid provisions.
Unless compliance is made within thirty (30) days of the delivery of notice,
the limited liability company shall be deemed defunct and to have forfeited its
certificate of organization acquired under the laws of this state. Provided,
that any defunct limited liability company may at any time within two (2) years
after the forfeiture of its certificate, in the manner herein provided, be
revived and reinstated, by filing the necessary statement under this act and
paying a reinstatement fee established by the secretary of state by rule,
together with a penalty of one hundred dollars
($100.00) two hundred fifty ($250.00)
dollars. The reinstatement fee shall not exceed the costs of
providing the reinstatement service. The limited liability company shall
retain its registered name during the two (2) year reinstatement period under
this section.".
Page 3-lines 22 through 24 Delete all new language.
Page 4-line 1 Delete through "fee".
Page 4-line 22 After "a" insert "valid and enforceable".
Page 5-line 13 Delete through "the"; after "registered agent" delete balance of line and insert "or by mail by the secretary of state acting as the agent for process.".
Page 5-line 14 Delete.
Page 6-line 15 Before "subpoena" insert "valid and enforceable".
Page 9-line 19 Before "subpoena" insert "valid and enforceable".
Page 12-line 12 Before "subpoena" insert "valid and enforceable".
Page 15-line 22 Before "subpoena" insert "valid and enforceable".
Page 17-line 23 After "17‑19‑1421(e)" insert "," delete "and"; before "are" insert "and 17‑27‑101(b)". JOHNSON, DECARIA, PERKINS, QUARBERG, BROWN, THRONE.
3/6/2008 Assigned Number SEA No. 0058
3/7/2008 S President Signed SEA No. 0058
3/7/2008 H Speaker Signed SEA No. 0058
3/12/2008 Governor Signed SEA No. 0058
3/12/2008 Assigned Chapter Number
Chapter No. 0091 Session Laws of Wyoming 2008.