Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-21-101 (a) Definitions
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(a) Definitions. In this chapter: (i) profession; "Business" includes every trade, occupation and (ii) "Chief executive office" means the principal operating headquarters and the primary offices of the chief executive officer; (iii) the subject of: "Debtor in bankruptcy" means a …
W.S. § 17-21-102 Knowledge and notice
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Knowledge and notice. (a) A person knows a fact if the person has knowledge of (b) A person has notice of a fact if the person: it. (i) Knows of it; (ii) Has received a notice of it; or (iii) Has reason to know it exists from all of the facts known to that person at the time in q…
W.S. § 17-21-103 provisions
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provisions. Effect of partnership agreement; nonwaivable (a) Except as provided in subsection (b) of this section, a partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise…
W.S. § 17-21-104 Supplemental principles of law
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Supplemental principles of law. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in W.S…
W.S. § 17-21-105 Execution, filing, and recording of statements
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Execution, filing, and recording of statements. (a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect pro…
W.S. § 17-21-106 Law governing internal affairs
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Law governing internal affairs. Except as provided in W.S. 17-21-1104, the laws of the state or other jurisdiction in which a partnership has its chief executive office govern the partnership's internal affairs.
W.S. § 17-21-107 chapter
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chapter. Partnership subject to amendment or repeal of A partnership governed by this chapter is subject to any amendment or repeal of this chapter.
W.S. § 17-21-108 Powers
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Powers. The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this chapter.
W.S. § 17-21-201 Partnership as entity
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Partnership as entity. A partnership is an entity.
W.S. § 17-21-202 Creation of partnership
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Creation of partnership. (a) Except as provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners of a business for profit creates a partnership, whether or not the persons intend to create a partnership. (b) An association cre…
W.S. § 17-21-203 Partnership property
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Partnership property. Property transferred to or otherwise acquired by a partnership is property of the partnership and not of the partners individually.
W.S. § 17-21-204 (a) When property is partnership property
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(a) When property is partnership property. Property is partnership property if acquired: (i) In the name of the partnership; or (ii) In the name of one (1) or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partn…
W.S. § 17-21-301 Partner agent of partnership
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Partner agent of partnership. (a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303: (i) Each partner is an agent of the partnership for the purpose of its business. Any act of a partner, including the execution of an instrument in the partn…
W.S. § 17-21-302 Transfer of partnership property
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Transfer of partnership property. (a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303: (i) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by any partner in the partnership …
W.S. § 17-21-303 Statement of partnership authority
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Statement of partnership authority. (a) A partnership may file a statement of partnership authority, which: (i) Shall include: (A) The name of the partnership; (B) The street address of its chief executive office and of an office in this state, if any; (C) The names and mailing a…
W.S. § 17-21-304 Statement of denial
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Statement of denial. A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to W.S. 17-21-303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, …
W.S. § 17-21-305 conduct
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conduct. Partnership liable for partner's actionable (a) A partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the par…
W.S. § 17-21-306 Partner's liability
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Partner's liability. (a) Except as provided in subsection (b) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (b) Except as provided by subsections (c) and (d) of thi…
W.S. § 17-21-307 partners
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partners. Actions by and against partnership and (a) A partnership may sue and be sued in the name of the partnership. (b) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under W.S. 17-21…
W.S. § 17-21-308 Purported partner
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Purported partner. (a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is mad…
W.S. § 17-21-309 Liability of incoming partner
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Liability of incoming partner. A person admitted as a partner into a partnership is liable for all obligations of the partnership arising before the person's admission as if the person had been a partner when the obligations were incurred, but this liability may be satisfied only…
W.S. § 17-21-401 Partner's rights and duties
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Partner's rights and duties. (a) A partnership shall establish an account for each partner which shall be credited with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partn…
W.S. § 17-21-402 Distributions in kind
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Distributions in kind. A partner has no right to receive and may not be required to accept a distribution in kind.
W.S. § 17-21-403 Partner's right to information
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Partner's right to information. (a) A partnership shall keep its books and records, if any, at its chief executive office. (b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents an…
W.S. § 17-21-404 General standards of partner's conduct
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General standards of partner's conduct. (a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in this section. (b) A partner's duty of loyalty to the partnership and the other partners is limi…
W.S. § 17-21-405 Partner's liability to partnership
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Partner's liability to partnership. A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.
W.S. § 17-21-406 Remedies of partnership and partners
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Remedies of partnership and partners. (a) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership. (b) A partner may maintain an action against the partner…
W.S. § 17-21-407 Continuation of partnership beyond definite term or particular undertaking
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Continuation of partnership beyond definite term or particular undertaking. (a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of t…
W.S. § 17-21-501 transferable
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transferable. Partner's interest in partnership property not A partner is not a co-owner of partnership property and has no interest that can be transferred, either voluntarily or involuntarily, in partnership property.
W.S. § 17-21-502 Partner's transferable interest in partnership
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Partner's transferable interest in partnership. (a) The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property. (b) A transferee of a partner's transferable interest in the partnership has the right…
W.S. § 17-21-503 Transfer of partner's transferable interest
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Transfer of partner's transferable interest. (a) A transfer, in whole or in part, of a partner's transferable interest in the partnership: (i) Is permissible; (ii) Does not by itself cause a winding up of the partnership business; and (iii) Does not, as against the other partners…
W.S. § 17-21-504 charging order
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charging order. Partner's transferable interest subject to (a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may a…
W.S. § 17-21-601 (a) Events causing partner's dissociation
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(a) Events causing partner's dissociation. A partner is dissociated from a partnership upon: (i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice; (ii) An event agreed to in the partnership …
W.S. § 17-21-602 (a) Partner's wrongful dissociation
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(a) Partner's wrongful dissociation. A partner's dissociation is wrongful only if: (i) It is in breach of an express provision of the partnership agreement; or (ii) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or th…
W.S. § 17-21-603 Effect of partner's dissociation
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Effect of partner's dissociation. (a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter…
W.S. § 17-21-701 Purchase of dissociated partner's interest
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Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801, the partnership shall cause the dissociated partner's interest in the partnership to …
W.S. § 17-21-702 Dissociated partner's power to bind and liability to partnership
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Dissociated partner's power to bind and liability to partnership. (a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, i…
W.S. § 17-21-703 persons
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persons. Dissociated partner's liability to other (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociat…
W.S. § 17-21-704 Statement of dissociation
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Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. A statement of dissociation is a limitation on the authority of a dissociated…
W.S. § 17-21-705 Continued use of partnership name
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Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing …
W.S. § 17-21-801 Events causing dissolution and winding up of partnership business
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Events causing dissolution and winding up of partnership business. (a) A partnership is dissolved and its business shall be wound up only upon: (i) Except as provided in W.S. 17-21-802, receipt by a partnership at will of notice from a partner, other than a partner who is dissoci…
W.S. § 17-21-802 Dissolution deferred ninety days
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Dissolution deferred ninety days. (a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its b…
W.S. § 17-21-803 Partnership continues after dissolution
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Partnership continues after dissolution. A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.
W.S. § 17-21-804 Right to wind up partnership business
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Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated has a right to participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the court, for good cau…
W.S. § 17-21-805 dissolution
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dissolution. Partner's power to bind partnership after (a) Subject to W.S. 17-21-806, a partnership is bound by a partner's act after dissolution that: (i) business; or Is appropriate for winding up the partnership (ii) Would have bound the partnership under W.S. 17-21-301 before…
W.S. § 17-21-806 Statement of dissolution
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Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a fi…
W.S. § 17-21-807 dissolution
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dissolution. Partner's liability to other partners after (a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-…
W.S. § 17-21-808 Settlement of accounts among partners
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Settlement of accounts among partners. (a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributa…
W.S. § 17-21-901 partnership
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partnership. Conversion of partnership to limited (a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or p…
W.S. § 17-21-902 partnership
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partnership. Conversion of limited partnership to (a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partne…