Filing a Foreign Registered LLP Statement in Wyoming

Wyoming's Uniform Partnership Act has a section for partnerships registered as limited liability partnerships in other places, W.S. 17-21-1104. Its rule for a foreign registered LLP is that, before transacting business in Wyoming, it files a statement of registration with the Secretary of State and meets any licensing or filing requirements that apply to its particular line of business.

Home law keeps its role. The law of the registering jurisdiction determines how partners deal with one another and with the partnership, and their liability for its obligations (17-21-1104(j)). The Wyoming filing therefore records the partnership; it does not recast the partners' rights.

The statute does not define transacting business, and the partnership provisions contain no list of activities that stay outside it. That puts a foreign LLP in a different position from a foreign corporation, whose Wyoming act names bank accounts and owning property, "without more," among the exclusions. The registered-LLP section gives no similar assurance for any activity.

An LLP whose only tie is a bank account or a passive Wyoming holding is probably not doing the kind of business the law targets, but the text does not say so. One with an office, personnel or recurring work in the state clearly is. The consequence for guessing wrong is spelled out in the penalty section below. Wyoming counsel can look at the facts; this page cannot decide them for you.

The form is the Foreign Registered Limited Liability Partnership Statement of Registration. The filing charge, $150, goes in as a check or money order drawn in favor of the Wyoming Secretary of State. Under 17-21-1104(d), the statement gives:

• The partnership's name
• The jurisdiction whose law governs the partnership agreement and where it is registered as an LLP
• An e-mail address and the principal office address, which becomes the registered office if the principal office is in Wyoming
• When the principal office is elsewhere, a registered office address and a registered agent's name and address in Wyoming
• A short statement of the business the partnership carries on
• A statement that the partnership holds registered LLP status

The form adds a mailing address, the day Wyoming business began or will begin, a box consenting to e-mail service of process, and execution by one or more partners authorized to sign. The registered agent signs a consent that travels with the filing. Allow up to 15 business days after the office receives it; filings are processed in the order they arrive.

The statute's list of contents does not mention a certificate, but the Secretary of State's form does. The instructions call for the home-state certificate of existence or good standing, as the original document, bearing the home office's authentication and an issue date within 60 days of the Wyoming filing. Treat it as required.

The partnership requests the certificate from the place where it holds LLP status, timed so the 60 days have not run when the packet reaches Cheyenne.

A foreign LLP doing business in Wyoming must use a name that satisfies the law of its home jurisdiction and carries a closing designation. Wyoming accepts the abbreviations LLP, RLLP, L.L.P. and R.L.L.P., and the spelled-out Registered Limited Liability Partnership and plain Limited Liability Partnership. Wyoming also bars names that are identical or deceptively similar to a registered trademark or service mark, and the name must stand apart from other names on the office's records.

Agent and office

W.S. 17-28-101 covers registered LLPs among the entities that must always have a Wyoming registered office and agent. Eligible agents come in four types: an adult Wyoming resident; a domestic business entity; an authorized foreign business entity (for each of those two, a written agency agreement with an individual who accepts service is needed); or a commercial registered agent that appears on the state's register. The office must be a street address staffed so the agent, or its representative, can take service in person. An e-mail address for both the partnership and the agent is required. A drop box is not an acceptable address, though a PO box may be listed in addition to the physical one. A change of agent costs $5.

A registered LLP in Wyoming pays an annual fee, and the Secretary of State's schedule describes it as a license tax: the minimum is $60, and it rises with the value of the partnership's assets located and employed in the state at $.0002 per dollar. The anniversary month's first day is the due date, and the office treats an entity as subject to dissolution if payment is 60 days late.

Under 17-21-1104(m), failing to pay the annual fee, or the penalties imposed for registered agent violations, results in the statement of registration being revoked. A lapsed registration, whether for unpaid fees or for lack of a registered agent, can be reinstated within two years of the lapse.

Withdrawing

A partnership that stops transacting business in Wyoming files a statement of withdrawal, using the state's Withdrawal of Registration form. It says the partnership is not transacting business here, surrenders the registration, ends the agent's authority and has the Secretary of State receive service for any suit arising in the registered period. The fee is $60. Tax and employer registrations with other Wyoming agencies are separate from this filing.

The statute sets an unusual rule for the LLP that does not file. Under 17-21-1104(g), failing to file a statement of registration, or to appoint and maintain a registered agent, does not affect the partners' liability, leaves the partners' liability unchanged, leaves every contract and act valid and leaves the partnership free to defend. What it does bar is the partnership's own litigation: no suit or other proceeding by the partnership will be heard in a Wyoming court before the statement is on file. Unregistered business also means the Secretary of State may be served in the partnership's place on claims from that business.

The statute itself names no fine for a registered LLP. The Secretary of State's form, however, echoes a warning about W.S. 17-16-1502(d), the section on back taxes and penalties, which for corporations means 18 percent interest and a $5,000 penalty. Whether the office applies that provision to a given LLP is a question to put to the Business Division before you rely on the statutory silence.

Mainstay Filing sells registered agent service to limited liability partnerships; it does not prepare or file their Wyoming registration. The partnership, through an authorized partner or its attorney, files the statement. Mainstay Filing's agent costs $149 a year and stays the same at renewal. Its Wyoming address is entered on the form and on the agent's consent, and it appears in the state's public record.

A summons or other process that reaches the agent appears inside your Mainstay Filing account as a scan before that business day ends, and Mainstay Filing bills nothing for it. Government mail receives three free scans a year. If the LLP already lists another agent, the replacement filing is prepared by Mainstay Filing at the state's fee only. Mainstay Filing's agent is a company, which Wyoming's agent statute accommodates through its commercial registered agent category. See the Wyoming registered agent page. Legal advice is outside what Mainstay Filing provides; counsel should decide whether your LLP must register.