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19LSO-0059 V0.6 Series LLC Naming and Designation Requirements

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19LSO-0059 V0.6 Series LLC Naming and Designation Requirements 2019 STATE OF WYOMING 19LSO-0059 Working Draft 0.6 DRAFT ONLY NOT APPROVED FOR INTRODUCTION HOUSE BILL NO. [BILL NUMBER] Series LLC naming and designation requirements. Sponsored by: HDraft Committee A BILL for 1 AN ACT relating to business entities; specifying that a series 2 limited liability company may be named or designated in any 3 manner; requiring registered agents to maintain series naming 4 or designation information; prohibiting the adoption of rules 5 relating to series naming or designation requirements and 6 filing requirements; requiring the repeal of specified rules; 7 making an appropriation; and providing for an effective date. 8 9 Be It Enacted by the Legislature of the State of Wyoming: 10 11 Section 1. W.S. 17-29-211 by creating new subsection 12 (o) is created to read: 13 1 [Bill Number] 2019 STATE OF WYOMING 19LSO-0059 Working Draft 0.6 1 17-29-211. Series of members, managers, transferable 2 interests or assets. 3 4 (o) A series may be named or designated in any manner 5 consistent with the operating agreement of the series or the 6 articles of organization of a limited liability company. The 7 secretary of state shall not adopt rules specifying naming or 8 designation requirements for series created under this 9 section. 10 11 Section 2. W.S. 17-28-107 is amended to read: 12 13 17-28-107. Duties of the registered agent; duties of 14 the entity. 15 16 (a) The registered agent shall: 17 18 (v) Maintain at the registered office, the 19 following information for each domestic entity represented 20 which shall be current within sixty (60) days of any change 21 until the entity's first annual report is accepted for filing 22 with the secretary of state and thereafter when the annual 2 [Bill Number] 2019 STATE OF WYOMING 19LSO-0059 Working Draft 0.6 1 report is due for filing and shall be maintained in a format 2 that can be reasonably produced on demand: 3 4 (D) Names or designations of each series 5 created under W.S. 17-29-211. 6 7 (b) If the registered agent and the entity agree, the 8 entity shall file with the secretary of state the information 9 specified in paragraph (a)(iii) and subdivisions (a)(v)(A), 10 and (B) and (D) of this section and the information specified 11 in W.S. 17-28-104(d). As verification of the agreement, the 12 entity shall file with the secretary of state a consent form, 13 as provided by that office, which acknowledges the entity's 14 election under this subsection. If the information or form 15 acknowledging the entity's election is filed with the 16 secretary of state, then the registered agent has complied 17 with the requirement to maintain such information under this 18 section. 19 20 (c) Except for the records production requirements 21 specified by W.S. 17-28-108, the secretary of state shall not 22 adopt rules for series created under W.S. 17-29-211 which 23 specify requirements for registered agent or entity filing 3 [Bill Number] 2019 STATE OF WYOMING 19LSO-0059 Working Draft 0.6 1 beyond those specified by this section. The filing and 2 disclosure requirements specified in this section shall be 3 exclusive. 4 5 Section 3. Rules adopted by the secretary of state 6 which are inconsistent with W.S. 17-29-211(o) and W.S. 17- 7 28-107, as enacted or amended by this act, shall, consistent 8 with the Wyoming Administrative Procedure Act, be repealed 9 not later than September 2, 2019. 10 11 Section 4. For the period beginning with the effective 12 date of this act and ending June 30, 2020, there is 13 appropriated one hundred thousand dollars ($100,000.00) from 14 the general fund to the office of the secretary of state for 15 expenses relating to the modification of the current business 16 entity filing system to use unique identifiers for series 17 limited liability companies, consistent with this act. 18 Notwithstanding any other provision of law, this 19 appropriation shall not be transferred or expended for any 20 other purpose and any unexpended, unobligated funds remaining 21 from this appropriation shall revert as provided by law on 22 June 30, 2020. 23 4 [Bill Number] 2019 STATE OF WYOMING 19LSO-0059 Working Draft 0.6 1 Section 5. This act is effective immediately upon 2 completion of all acts necessary for a bill to become law as 3 provided by Article 4, Section 8 of the Wyoming Constitution. 4 5 (END) 5 [Bill Number].
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