Title 17, Title 17 — Corporations, Partnerships And Associations

Admission of limited partners. (a) A person becomes a limited partner: (i) At the time the limited partnership is formed; or (ii) At any later time specified in the records of the limited partnership for becoming a limited partner. (b) Repealed by Laws 1995, ch. 45, § 2. (c) Afte…

Voting. Subject to W.S. 17-14-403, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.

Liability to third parties. (a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he…

Person erroneously believing himself limited partner. (a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a ge…

Information. (a) Each limited partner has the right to: (i) Inspect and copy any of the partnership records required to be maintained by W.S. 17-14-206; and (ii) Obtain from the general partners from time to time upon reasonable demand: (A) True and full information regarding the…

Admission of additional general partners. After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in …

Events of withdrawal. (a) Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (i) The general partner withdraws from the limited partner…

General powers and liabilities. (a) Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in …

Contributions by, and distributions to, general partner. A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in the distributions from, the limited partnership as a general partner. A general partner als…

Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.

Form of contribution. The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

Liability for contribution. (a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner. (b) Except as provided in the partnership agreement, a partner is obligated to the limited partner…

Sharing of profits and losses. The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profit…

Sharing of distributions. Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writi…

Interim distributions. (a) Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the…

Withdrawal of general partner. A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner …

Withdrawal of limited partner. (a) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of wh…

Distribution upon withdrawal. Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, wi…

Distribution in kind. Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in …

Right to distribution. At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

Limitations on distribution. A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, …

Liability upon return of contribution. (a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this act, he is liable to the limited partnership for a period of one (1) year thereafter for the amount of the return…

Nature of partnership interest. A partnership interest is personal property.

Assignment of partnership interest. Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any righ…

Rights of creditor. On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment…

Right of assignee to become limited partner. (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: (i) The assignor gives the assignee that right in accordance with authority described in the…

Deceased or incompetent partner; dissolved or terminated partner. If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other…

Nonjudicial dissolution. (a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (i) At the time specified in the certificate of limited partnership; (ii) Upon the happening of events specified in writing…

Judicial dissolution. On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

Winding up. Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's…

Distribution of assets. (a) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabi…

Reinstatement following administrative dissolution. (a) A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolu…

Law governing. (a) Subject to the constitution of this state: (i) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, unless the partnership has been issued a certific…

Registration. (a) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a fo…

Issuance of registration. (a) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall: (i) Endorse on the application the word "Filed", and the month, day and year of the filing thereof; (ii) File in his…

Name. A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words "limited partnership" and that could be registered by…

Changes and amendments. If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall pro…

Cancellation of registration. (a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to a…

Transaction of business without registration. (a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state. (b) The failure of a foreign limited partnership to…

Action by secretary of state. The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

Applicability of other provisions. (a) In any case not provided for in this act, the provisions of the Uniform Partnership Act apply. (b) In cases concerning service of process on the secretary of state as agent for a foreign limited partnership, provisions of the Wyoming Busines…

Continuance of a foreign limited partnership. Any foreign limited partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may apply to the secretary of state for a certifica…

Application for certificate of continuance; requirements. (a) To continue in this state, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for a certificate of continuance setting forth: (i) Written confirmation from the state in w…

Execution of application. (a) The application for a certificate of continuance filed in the office of the secretary of state shall be signed by all general partners. (b) Any person may sign an application by an attorney-in- fact, but a power of attorney to sign a certificate rela…

Issuance of certificate of continuance. (a) If the secretary of state finds that an application for continuance substantially conforms to law and all requisite fees have been paid, he shall: (i) Endorse on each duplicate original application the word "filed," and the month, day a…

Effect of certification. (a) Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though for…