|
S.F. No. 0018 |
Limited liability
companies-revisions. |
Sponsored By: Joint Corporations,
Elections and Political Subdivisions Interim Committee
AN
ACT relating to limited liability companies; generally updating and modifying
statutes to comply with the revised uniform limited liability company act in
part and with exceptions and changes; making conforming amendments; and
providing for an effective date.
12/22/2009
Bill Number Assigned
2/8/2010 S Received for Introduction
2/8/2010 S Introduced and Referred to S07
ROLL
CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case,
Coe, Cooper, Dockstader, Elliott, Esquibel, F., Geis, Hastert, Hines,
Hunnicutt, Jennings, Johnson, Landen, Larson, Martin, Massie, Meier, Meyer,
Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend and Von
Flatern
Ayes 30 Nays
0 Excused 0 Absent 0 Conflicts
0
2/12/2010 S07
Recommended Amend and Do Pass
ROLL
CALL
Ayes: Senator(s) Case, Cooper, Hastert, Johnson and
Scott
Ayes 5 Nays
0 Excused 0 Absent
0 Conflicts 0
2/12/2010 S
Placed on General File
SF0018SS001/ADOPTED
Page
9-line 15 After
"governs" insert "all of the following".
Page 9-line 24 Delete "and".
Page 9-line 27 Delete "." insert
";".
Page 9-after line 27 Insert and renumber:
"(v) Management rights and
voting rights of members;
(vi) Transferability of membership
interests;
(vii) Distributions to members
prior to dissolution;
(viii) All other aspects of the
management of the limited liability company.".
Page 9-line 44 Delete "Reserved" insert
"Eliminate the duty of loyalty, the duty of care or any other fiduciary
duty".
Page 9-line 46 Delete "Reserved" insert
"Eliminate the contractual obligation of good faith and fair dealing under
W.S. 17-29-409(d)".
Page 10-line 1 Delete "Reserved" insert
"Unreasonably restrict the duties and rights stated in W.S. 17‑29‑410".
Page 29-line 45 After "company," insert
"unless the articles of organization or the operating agreement provide
otherwise,".
Page 30-line 18 After "company," insert
"unless the articles of organization or the operating agreement provide
otherwise,". CASE, CHAIRMAN
SF0018SW001/ADOPTED
Page 26-line 25 Delete "in" insert "on
the basis of the value of the contributions made by each member to the extent
that they have been received by the limited liability company and have not been
returned".
Page 26-line 26 Delete through "dissociated
members".
Page 30-line 4 Delete "equal".
Page 30-line 5 After "activities" insert
"on the basis of the value of the contributions made by each member to the
extent that they have been received by the limited liability company and have
not been returned".
Page 51-line 6 After "(ii)" delete balance
of line and insert "On the basis of the value of the contributions made by
each member to the extent that they have been received by the limited liability
company and have not been returned,".
Page 51-line 7 Delete "dissociated
members,".
Page 68-lines 46 and 47 Delete.
Page 69-line 1 Delete "17-15-119 and
the". SCOTT
2/15/2010 S Passed CoW
2/16/2010 S Passed 2nd
2/17/2010 S Passed 3rd
ROLL
CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case,
Coe, Cooper, Dockstader, Elliott, Esquibel, F., Geis, Hastert, Hines,
Hunnicutt, Jennings, Johnson, Landen, Larson, Martin, Massie, Meier, Meyer,
Nicholas, Perkins, Peterson, Ross, Schiffer, Scott, Sessions, Townsend and Von
Flatern
Ayes 30 Nays
0 Excused 0 Absent 0 Conflicts
0
2/18/2010 H
Received for Introduction
2/18/2010 H
Introduced and Referred to H07
2/23/2010 H07
Recommended Amend and Do Pass
ROLL
CALL
Ayes: Representative(s) Brown, Diercks, Hales,
Illoway, Kimble, Lubnau, Miller, Stubson and Zwonitzer, Dn.
Ayes 9 Nays
0 Excused 0 Absent 0 Conflicts
0
2/23/2010 H
Placed on General File
SF0018HS001/ADOPTED (TO ENGROSSED COPY)
Page 10-line 10 After "(iv)" delete balance
of the line and insert "Reserved;".
Page 10-line 11 Delete entirely.
Page 26-line 43 Delete "on" insert "in
equal shares among members and dissociated members,".
Page 26-lines 44 through 46 Delete entirely.
Page 30-line 26 After "has" insert
"equal".
Page 30-line 27 After "activities" delete
balance of the line and insert ";".
Page 30-lines 28 through 30 Delete entirely.
Page 51-line 35 After "(ii)" delete balance
of the line and insert "In equal shares among members and dissociated
members".
Page 51-lines 36 and 37 Delete entirely.
Page 51-line 38 Delete "have not been
returned".
Page 69-line 33 After "chapter," insert
"the management provisions contained in former W.S. 17-15-116, the
division of profits provisions contained in former W.S. 17-15-119, the
distribution of assets upon dissolution provisions contained in former W.S.
17-15-126 and". ILLOWAY, CHAIRMAN
SF0018HW001/ADOPTED (TO ENGROSSED COPY)
Page 49-line 46 Delete "double". BROWN
2/26/2010 H Passed CoW
SF0018H2001/FAILED (TO ENGROSSED COPY)
Page 1-line 2 Delete the line through
"with" insert "adopting".
Page 1-line 4 After "changes" insert
"for limited liability companies organized on or after July 1, 2010";
after ";" insert "providing for limited liability companies to
elect to be governed under alternative statutes;".
Page 2-line 19 After "ACT" insert "OF
2010".
Page 2-line 24 After "title" insert ";
applicability".
Page 2-line 26 Before "This" insert
"(a)".
Page 2-line 27 After "Act" insert "of
2010".
Page 2-After line 27 Insert:
"(b) A limited liability
company organized prior to July 1, 2010 shall be governed under the provisions
of W.S. 17-15-101 through 17‑15‑147. On or after July 1, 2010, the formation of a
limited liability company shall be governed by this chapter. Unless a limited liability company organized
on or after July 1, 2010 elects in its articles of organization to be governed
under the provisions of W.S. 17-15-101 though 17-15-147, the provisions of this
chapter shall govern the operation of the limited liability company.".
Page 9-line 43 After "matter" insert
"unless the limited liability company has elected in its articles of
organization to be governed under the provisions of W.S. 17-15-101 through 17‑5‑147.".
Page 12-After line 36 Insert:
"(iv)
Whether the limited liability company has elected to be governed by the
provisions of W.S. 17-15-101 through 17-15-147.".
Page 69-line 21 After "." delete balance of line and insert "Reserved.".
Page 69-lines 22 through 38 Delete entirely including the standing
committee amendment (SF0018HS001/AE) to these lines.
Page 70-line 29 After "W.S." insert
"17-15-101, 17-15-107(a) by creating a new paragraph (xii),".
Page 70-After line 31 Insert:
"17-15-101. Short
title; applicability.
(a) This act shall be known and may
be cited as the "Wyoming Limited Liability Company Act".
(b) A limited liability
company organized prior to July 1, 2010 shall be governed under the provisions
of this chapter. A limited liability
company organized on or after July 1, 2010, unless the limited liability
company elects in its articles of organization to be governed under the
provisions of this chapter, shall be governed under the provisions of W.S.
17-29-101 through 17-29-1105.
17-15-107. Articles
of organization.
(a) The articles of organization
shall set forth:
(xii) If the limited
liability company is organized on or after July 1, 2010, a statement regarding
whether the limited liability company has elected to be governed by the provisions
of this act.".
Page 70-line 39 Reinsert stricken language; after
"17-15-107" insert "or".
Page 71-lines 11 through 15 Delete entirely and insert:
"(a) The Wyoming Limited
Liability Company Act applies to close limited liability companies organized before July 1, 2010 or which elect to be governed
by W.S. 17-15-101 through 17-15-147 to the extent not inconsistent
with the provisions of this chapter. The Wyoming Limited Liability Company Act of
2010 applies to close limited liability companies organized on or after July 1,
2010, unless the close limited liability company elects to be governed by W.S.
17-15-101 through 17-15-147 in its articles of organization, to the extent not
inconsistent with the provisions of this chapter. and the The
powers provided the secretary of state by W.S. 17-15-137 and 17-29-1102 shall apply to this
supplement.
(b) This chapter does not repeal
or modify any statute or rule of law that is or would apply to a limited
liability company that is organized under the Wyoming Limited Liability Company
Act or the Wyoming Limited Liability Company Act of
2010 that does not elect to become a close limited liability
company.".
Page 71-line 21 Reinsert stricken language; after
"17-15-144" insert "or".
Page 71-line 31 Reinsert stricken language.
Page 71-line 32 Reinsert stricken language; after
"(x)" insert ", or".
Page 71-lines 34 and 35 Delete entirely.
Renumber as necessary. PEASLEY
3/1/2010 H Passed 2nd
3/2/2010 H Passed 3rd
ROLL
CALL
Ayes: Representative(s) Bagby, Berger, Blikre,
Bonner, Brown, Buchanan, Cannady, Carson, Cohee, Connolly, Craft, Davison,
Diercks, Gingery, Goggles, Hales, Hammons, Harshman, Harvey, Illoway, Jaggi,
Jorgensen, Kimble, Landon, Lockhart, Lubnau, Madden, McKim, Millin, Moniz, Patton,
Pedersen, Petersen, Roscoe, Shepperson, Simpson, Steward, Stubson, Thompson,
Throne and Zwonitzer, Dn.
Nays: Representative(s)
Excused: Representative(s) Childers, Hallinan, Peasley
and Philp
Conflicts: Representative(s) Gilmore
Ayes 41 Nays
14 Excused 4 Absent 0 Conflicts
1
3/3/2010 S
Received for Concurrence
3/3/2010 S
Did Not Concur
ROLL
CALL
Ayes: Senator(s) Case, Hines, Meier and Von Flatern.
Nays: Senator(s) Anderson, J., Bebout, Burns, Coe,
Cooper, Dockstader, Elliott, Esquibel, F., Geis, Hastert, Hunnicutt,
Ayes 4 Nays
26 Excused 0 Absent 0 Conflicts
0
3/3/2010 S
Appointed JCC01 Members
Senator(s) Case, Hastert, Scott
3/3/2010 H
Appointed JCC01 Members
Representative(s) Brown, Lubnau, Stubson
3/4/2010 S
Adopted SF0018JC01
ROLL
CALL
Ayes: Senator(s) Anderson, J., Bebout, Burns, Case,
Coe, Cooper, Dockstader, Elliott, Esquibel, F., Geis, Hastert, Hines,
Hunnicutt, Jennings, Johnson, Landen, Larson, Martin, Massie, Meier, Meyer,
Nicholas, Perkins, Peterson, Schiffer, Scott, Sessions, Townsend and Von
Flatern
Excused: Senator(s) Ross
Ayes 29 Nays
0 Excused 1 Absent 0 Conflicts
0
3/5/2010 H
Adopted SF0018JC01
ROLL
CALL
Ayes: Representative(s) Anderson, R., Bagby,
Barbuto, Blake, Blikre, Bonner, Brown, Buchanan, Byrd, Cannady, Carson, Cohee,
Connolly, Craft, Davison, Diercks, Edmonds, Esquibel, K., Gingery, Goggles,
Hales, Hammons, Harshman, Harvey, Illoway, Jaggi, Jorgensen, Kimble, Landon,
Lockhart, Lubnau, Madden, McKim, McOmie, Miller, Millin, Moniz, Patton,
Pedersen, Petersen, Roscoe, Shepperson, Simpson, Steward, Stubson, Teeters,
Thompson, Throne, Wallis, Zwonitzer, Dn. and Zwonitzer, Dv.
Nays: Representative(s) Brechtel, Gilmore, Peasley,
Quarberg and Semlek
Excused: Representative(s) Berger, Childers, Hallinan
and Philp
Ayes 51 Nays
5 Excused 4 Absent 0 Conflicts
0
SF0018JC01/AA ADOPTED (TO ENGROSSED COPY)
Adopt
the following House amendments:
SF0018HW001/AE
Delete
the following House amendments:
SF0018HS001/AE
Further amend the ENGROSSED COPY as follows:
Page 10-line
10 After "(iv)" delete
balance of line and insert "Reserved;".
Page 10-line
11 Delete.
Page 26-lines
42 through 47 Delete and insert:
"(a) Any distributions made by a limited liability
company before its dissolution and winding up shall be in equal shares among
members and dissociated members, except:
(i) To the extent otherwise provided in a written
or verbal operating agreement as set forth in W.S. 17-29-110;
(ii) To the extent necessary to comply with any
transfer effective under W.S. 17-29-502 and any charging order in effect under
W.S. 17-29-503; or
(iii) To
the extent otherwise represented by the company through an authorized
representative in tax filings with the Internal Revenue Service in which the
status elected by the company is not timely disputed by any member.".
Page 27-lines
1 and 2 Delete.
Page 30-lines
26 through 30 Delete and insert:
"(ii) Each member has equal rights in the
management and conduct of the company's activities except to the extent otherwise represented by the
company through an authorized representative in tax filings with the Internal
Revenue Service in which the status elected by the company is not timely
disputed by any member;".
Page 51-lines
35 through 39 Delete and insert:
"(ii) In equal shares among members and dissociated
members, except:
(A) To the extent otherwise provided in a written
or verbal operating agreement as set forth in W.S. 17-29-110;
(B) To the extent necessary to comply with any
transfer effective under W.S. 17-29-502; or
(C) To
the extent otherwise represented by the company through an authorized
representative in tax filings with the Internal Revenue Service in which the
status elected by the company is not timely disputed by any member.".
Page 69-line
33 After "chapter,"
insert "the management provisions contained in former W.S. 17-15-116, the
division of profits provisions contained in former W.S. 17-15-119, the
distribution of assets upon dissolution provisions contained in former W.S.
17-15-126 and".
CASE,
HASTERT, SCOTT, BROWN, LUBNAU, STUBSON
3/5/2010 Assigned Number SEA No. 0051
3/5/2010 S President Signed SEA No. 0051
3/5/2010 H Speaker Signed SEA No. 0051
3/9/2010 Governor Signed SEA No. 0051
3/9/2010 Assigned Chapter Number
Chapter
No. 0094 Session Laws of Wyoming 2010