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S.F. No. 0026 |
Business entities-registered agents. |
Sponsored By: Joint Corporations, Elections and Political Subdivisions Interim Committee
AN ACT relating to business entities; consolidating provisions regulating registered agents; providing definitions; providing for recordkeeping; providing for service of process; requiring registered agents to maintain physical addresses and business hours; providing for reinstatement of business entities as specified; requiring registered agents to contact entities as specified; making conforming amendments; authorizing a position; providing appropriations; and providing for effective dates.
1/4/2008 Bill Number Assigned
2/11/2008 S Received for Introduction
2/12/2008 S Introduced and Referred to S07
ROLL CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case, Cooper, Decaria, Fecht, Hastert, Jennings, Job, Johnson, Larson, Massie, Meier, Mockler, Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend and Von Flatern
Nays: Senator(s) Aullman, Coe, Geis, Hines, Landen and Vasey
Ayes 24 Nays 6 Excused 0 Absent 0 Conflicts 0
2/15/2008 S07 Recommended Amend and Do Pass
ROLL CALL
Ayes: Senator(s) Case, Cooper, Decaria, Larson and Scott
Ayes 5 Nays 0 Excused 0 Absent 0 Conflicts 0
2/15/2008 S Placed on General File
2/15/2008 S Rereferred to S02
2/19/2008 S02 Recommended Amend and Do Pass
ROLL CALL
Ayes: Senator(s) Job, Meier, Nicholas, Peterson and Townsend
Ayes 5 Nays 0 Excused 0 Absent 0 Conflicts 0
2/19/2008 S Placed on General File
SF0026SS001.01/ADOPTED (CORRECTED COPY)
Page 1-line 6 After "specified;" insert "providing for enforcement through the use of securities registration fees;".
Page 1-line 7 Delete "providing appropriations" insert "reappropriating funds; authorizing a position".
Page 4-After line 12 Insert and renumber:
"(d) For purposes of this chapter, "written agreement" or "contract creating an agency relationship" means any written document granting a natural person representing a registered agent the authority to accept service of process on behalf of any entity served by the registered agent. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually.".
Page 7-line 9 Delete "controlling" insert "other authorized person".
Page 7-line 10 Delete "member".
Page 12-lines 2 and 3 Delete and insert "unless the registered agent is serving as registered agent for an entity or entities that is serving as registered agent for more than ten (10) business entities.".
Page 12-line 20 Delete "controlling" insert "authorized".
Page 13-line 6 Delete "controlling" insert "authorized".
Page 13-line 12 Delete "controlling" insert "authorized".
Page 14-line 13 Delete through "controls" insert "person who has authority to act on behalf of".
Page 16-line 12 Delete "(v)" insert "(iv)".
Page 16-line 15 Delete "(iv)" insert "(v)".
Page 20-lines 5 through 7 Delete and insert "(b) A registered agent has complied with W.S. 17‑28‑107 if he has timely requested for the entity, either by certified letter or through an engagement letter or other similar document, that the required information be provided and be kept current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. It shall".
Page 23-line 20 After "W.S." insert "17‑4‑131(a) and (b),".
Page 24-After line 19 Insert:
"17-4-131. Disposition of fees.
(a) The state treasurer shall
credit sixty percent (60%) of all fees collected by the secretary of state
under W.S. 17‑4‑101 through 17‑4‑130 to the general
fund and the balance to a separate account. Annually, on July 1, monies within
the account in excess of three hundred fifty
thousand dollars ($350,000.00) seven
hundred thousand dollars ($700,000.00) shall be credited to the
general fund. Pooled interest on the account shall be credited to the general
fund. Effective July 1, 2010, funds not in excess
of seven hundred thousand dollars ($700,000.00) which have not been
appropriated to the secretary of state shall be credited to the general fund.
(b) The secretary of state may expend money within the account provided by subsection (a) of this section as appropriated by the legislature to investigate, prosecute and otherwise ensure compliance with W.S. 17‑4‑101 through 17‑4‑131, 17‑28‑101 through 17‑28‑111, 17‑27‑102 and to promote investor awareness which may include investment and antifraud publications and seminars.".
Page 49-line 18 After "(a)" delete balance of line.
Page 49-lines 19 through 24 Delete.
Page 50-lines 1 through 23 Delete.
Page 51-lines 1 through 11 Delete.
Page 51-line 12 Delete through "2010.".
Page 51-line 14 Delete "subsection" insert "act"; delete "appropriation and".
Page 51-line 16 After "request." insert "Notwithstanding 9‑2‑1008, 9‑2‑1012(e), 9‑4‑207(a) and 17‑4‑131(b) an amount not to exceed eighty thousand dollars ($80,000.00) from any unexpended unobligated monies appropriated from other funds to the secretary of state in 2006 Wyoming Session Laws, Chapter 35, Section 2, Section 002, Securities Enforcement, shall not revert on June 30, 2008, and are hereby reappropriated to the secretary of state for the purposes of funding the position provided in this section, for software development and for those activities necessary to implement the statutory changes provided in sections 1 through 3 of this act for the period beginning with the effective date of this subsection and ending June 30, 2010.".
Page 51-After line 16 Insert and renumber:
"(b) Notwithstanding W.S. 17‑4‑131(b), funds appropriated to the secretary of state for securities enforcement may be used for the purposes of funding the position provided in subsection (a) of this section, for software development and for those activities necessary to implement the statutory changes provided in sections 1 through 3 of this act for the period beginning July 1, 2008 and ending June 30, 2010.".
Page 51-line 20 After "4" insert "(a)".
Page 51-After line 23 Insert and renumber:
"(b) Section 4(b) of this act is effective July 1, 2008.".
Page 52-line 1 Delete "(b)" insert "(c)"; delete "subsection (a)" insert "subsections (a) and (b)". CASE, CHAIRMAN
SF0026SS001.02/FAILED (CORRECTED COPY)
Page 11-line 6 After "agent" insert "or to the secretary of state".
Page 15-line 21 After "agent" insert "; duties of the entity".
Page 17-After line 14 Insert and renumber:
"(b) If the registered agent and the entity agree, then the information specified in paragraph (a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the information specified in W.S. 17‑28‑104(d) may be filed with the secretary of state as part of the entity's organization document or an amendment thereto. If the information is filed with the secretary of state, then the registered agent has complied with the requirement to maintain such information under this section. It shall be the entity's obligation, not the registered agent's obligation, to file with the secretary of state the appropriate document updating any information within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. Any subsequent changes shall be submitted when the annual report is due for filing. If the information is to be filed with the secretary of state, then the registered agent shall verify that the information has been filed.".
Page 18-line 6 Before "information" insert "information already on file with the secretary of state as part of a public document and". CASE, CHAIRMAN
SF0026SS002/ADOPTED
Page 1-line 6 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 1-line 7 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line and further amend as follows: after "amendments;" insert "authorizing a position;".
Page 23-line 20 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 24-After line 19 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 49-line 18 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 49-lines 19 through 24 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to these lines.
Page 50-lines 1 through 23 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to these lines.
Page 50-lines 8 through 22 Delete and renumber.
Page 51-lines 1 through 11 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to these lines.
Page 51-line 1 Delete "(c)" insert "(b)".
Page 51-line 12 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 51-line 14 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line and further amend as follows: delete "subsection" insert "act".
Page 51-line 16 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 51-After line 16 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 51-line 20 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 51-After line 23 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line.
Page 52-line 1 Delete the First Senate Standing Committee Amendment (SF0026SS001/A) to this line. NICHOLAS, CHAIRMAN
SF0026SW001/ADOPTED
Page 1-line 6 After "specified;" insert "requiring registered agents to contact entities as specified;".
Page 17-after line 14 Insert and renumber:
"(vi) At least once during any thirteen (13) month period successfully contact each domestic entity for which he is a registered agent. If the registered agent is part of or affiliated with an entity serving as registered agents in other states, a contact made through a central office or another state shall satisfy the requirement of this paragraph provided the Wyoming registered agent, upon request from the secretary of state or other proper authority, can produce information on how the contact was made. If the entity has been incorporated or otherwise organized for less than one (1) year, the agent shall make a successful contact with the entity between sixty (60) and one hundred twenty (120) days after incorporation or between thirty (30) and sixty (60) days after the agent is retained, whichever is greater.". SCOTT
2/21/2008 S Passed CoW
2/22/2008 S Passed 2nd Reading
SF0026S3002/ADOPTED
Page 11-line 6 After "agent" insert "or to the secretary of state".
Page 15-line 21 After "agent" insert "; duties of the entity".
Page 17-Before line 15 Insert and renumber:
"(b) If the registered agent and the entity agree, then the information specified in paragraph (a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the information specified in W.S. 17‑28‑104(d) may be filed with the secretary of state as part of the entity's organization document or an amendment thereto. If the information is filed with the secretary of state, then the registered agent has complied with the requirement to maintain such information under this section. As provided in W.S. 17‑28‑109(b), a registered agent may require the entity to file with the secretary of state the appropriate document updating any information within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. Any subsequent changes shall be submitted when the annual report is due for filing. If the information is to be filed with the secretary of state, then the registered agent shall verify that the information has been filed.".
Page 18-line 6 Before "information" insert "information already on file with the secretary of state as part of a public document and". PERKINS
SF0026S3003/FAILED
Page 12-line 1 After "fewer" insert "resident non-operating".
Page 12-line 3 After the Senate Standing Committee Amendment (SF0026SS001.01/AC) to this line, insert "For purposes of this section, a "resident non-operating business entity" means any resident entity that does not have a Wyoming location where significant business operations of the entity are regularly conducted.". PERKINS
SF0026S3004/FAILED
Delete the Scott Committee of the Whole Amendment (SF0026SW001/A) entirely. PERKINS
ROLL CALL
Ayes: Senator(s) Bebout, Coe, Geis, Hines, Jennings, Landen, Meier, Mockler, Nicholas, Perkins, Ross, Schiffer, Townsend and Vasey
Nays: Senator(s) Anderson, J., Aullman, Burns, Case, Cooper, Decaria, Fecht, Hastert, Job, Johnson, Larson, Massie, Peterson, Scott, Sessions and Von Flatern
Ayes 14 Nays 16 Excused 0 Absent 0 Conflicts 0
2/25/2008 S Passed 3rd Reading
ROLL CALL
Ayes: Senator(s) Anderson, J., Aullman, Burns, Case, Cooper, Decaria, Fecht, Hastert, Job, Johnson, Larson, Massie, Peterson, Ross, Schiffer, Scott, Sessions, Townsend and Von Flatern
Nays: Senator(s) Bebout, Coe, Geis, Hines, Jennings, Landen, Meier, Mockler, Nicholas, Perkins and Vasey
Ayes 19 Nays 11 Excused 0 Absent 0 Conflicts 0
2/26/2008 H Received for Introduction
2/26/2008 H Introduced and Referred to H07
2/28/2008 H07 Recommended Amend and Do Pass
ROLL CALL
Ayes: Representative(s) Brown, Illoway, Martin, Meyer, Miller, Quarberg, Stubson and Zwonitzer, Dn.
Nays: Representative(s) Gilmore
Ayes 8 Nays 1 Excused 0 Absent 0 Conflicts 0
2/28/2008 H Rereferred to H02
3/3/2008 H02 Recommended Do Pass
ROLL CALL
Ayes: Representative(s) Berger, Harshman, Jones, Jorgensen, Petersen, Philp and Warren
Ayes 7 Nays 0 Excused 0 Absent 0 Conflicts 0
3/3/2008 H Placed on General File
SF0026HS001/ADOPTED (TO ENGROSSED COPY)
Page 18-line 11 After "made." delete balance of the line.
Page 18-lines 12 through 16 Delete entirely. ILLOWAY, CHAIRMAN
SF0026HW001/ADOPTED (CORRECTED COPY) (TO ENGROSSED COPY)
Page 11-line 15 After "agent" insert ","; after "state" insert "as provided in W.S. 17-28-107(b),".
Page 18-line 19 Delete "then" insert "the entity shall file with the secretary of state".
Page 18-line 21 Delete "may be filed" insert ". As verification of the agreement, the entity shall file with the secretary of state a consent form, as provided by that office, which acknowledges the entity's election under this subsection.".
Page 18-line 22 Delete entirely.
Page 18-line 23 Delete the line through "thereto.".
Page 19-line 2 Delete "As provided".
Page 19-lines 3 through 11 Delete entirely. ILLOWAY
3/3/2008 H Passed CoW
SF0026H2001.01/ADOPTED (CORRECTED COPY) (TO ENGROSSED COPY)
Page 18-lines 2 through 10 Delete entirely.
Page 18-line 11 Delete "made."
Page 18-line 24 After "information" insert "or form acknowledging the entity's election".
Page 20-line 13 After "issued" insert "and enforceable".
Page 22-line 5 Delete "for" insert "from". SIMPSON
SF0026H2001.02/FAILED (CORRECTED COPY) (TO ENGROSSED COPY)
Page 17-line 10 Delete "officers" insert "president, vice-president, secretary and treasurer".
SIMPSON
3/4/2008 H Passed 2nd Reading
3/5/2008 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, Warren, White and Zwonitzer, Dv.
Nays: Representative(s) Zwonitzer, Dn.
Ayes 59 Nays 1 Excused 0 Absent 0 Conflicts 0
3/6/2008 S Did Concur
ROLL CALL
Ayes: Senator(s) Anderson, J., Aullman, Burns, Case, Cooper, Decaria, Fecht, Jennings, Job, Johnson, Landen, Massie, Mockler, Nicholas, Perkins, Peterson, Ross, Schiffer, Sessions, Townsend and Von Flatern.
Nays: Senator(s) Bebout, Geis, Hastert, Hines, Meier, Scott and Vasey
Excused: Senator(s) Coe and Larson
Ayes 21 Nays 7 Excused 2 Absent 0 Conflicts 0
3/6/2008 Assigned Number SEA No. 0055
3/7/2008 S President Signed SEA No. 0055
3/7/2008 H Speaker Signed SEA No. 0055
3/12/2008 Governor Signed SEA No. 0055
3/12/2008 Assigned Chapter Number
Chapter No. 0090 Session Laws of Wyoming 2008.