How a Foreign Limited Partnership Registers in Wyoming

The relevant law is the Wyoming Uniform Limited Partnership Act, with the foreign-partnership provisions in W.S. 17-14-1001 through 17-14-1009. Home-state law keeps governing the partnership's organization, its internal affairs and its limited partners' liability (17-14-1001), and Wyoming cannot turn away a registration because the home statute differs.

Under 17-14-1002 the partnership registers first and transacts business here afterward. Applications go by mail to Cheyenne, where the Business Division issues a certificate of registration. A foreign limited liability limited partnership registers the same way and says so on the form.

The partnership article tells you when to register, before transacting business, and says little about what that means. There is no definition and no list of excluded activities in sections 1001 through 1009. The Business Corporation Act has such a list, and it includes owning property and keeping a bank account, but the limited partnership article does not borrow it.

That silence makes a short checklist impossible. A partnership that only holds a Wyoming building, an interest in land or a bank account is less likely to be transacting business than one that manages a location or performs services here, yet neither point is written into the partnership act. If you cannot say with confidence where your facts fall, a Wyoming attorney can, and the cost of guessing wrong is described below. One related rule helps: a foreign limited partnership that is in Wyoming only to organize, manage or hold membership in another company needs no certificate of authority under the Business Corporation Act.

The Secretary of State's form is titled Foreign Limited Partnership Application for Certificate of Registration. It carries a fee of $150, payable by check or money order. The statute has a general partner sign, and the form collects:

• The partnership's name as organized, and the name it proposes to use in Wyoming
• A checkbox for limited liability limited partnership status
• The state or country of formation, the formation date and the period of duration
• Mailing address and principal office, plus the home-state office where home law demands one
• The location of the limited-partner roster and the capital contributions record, with a promise to hold it until the registration is cancelled or withdrawn
• The registered agent's name and physical Wyoming address
• Each general partner's name and business address
• When Wyoming business started or will start
• A contact e-mail address and a consent to e-mail service of process

The start-date question has consequences, because the form cites the back-tax and penalty provision, W.S. 17-16-1502(d), for a partnership that does business without authority. The registered agent signs a separate consent form, which is part of the packet. The Business Division states that processing can take up to 15 business days after receipt, working through filings in order. Questions go to the office at 307.777.7311 or Business@wyo.gov.

Section 17-14-1002(b) requires a certificate of existence, certified by the home-state record keeper, confirming the partnership is active. The form's instructions add the details: an original, dated within 60 days of the Wyoming filing.

The partnership obtains the certificate from the home state, not from Wyoming. Request it shortly before you mail the application, because the count of 60 days ends when Wyoming files, not when the home state issued it. A partnership that has let its home-state status lapse will have to cure that first.

The Wyoming name must include the words "limited partnership" spelled out, with no abbreviation, and be one a domestic limited partnership could register (17-14-1004). A partnership electing LLLP status can include that designation as well. The registered name need not equal the home-state name.

An agent is needed

The partnership statute describes an agent for service as something the partnership elects to appoint. In practice, the Secretary of State's form and the registered agent chapter, W.S. 17-28-101, make it a requirement: every business entity, which is defined to include a foreign limited partnership, has to have a Wyoming registered agent and office in place without interruption. Service must be possible in person at the registered office, which has to be a real street address. Choices for agent: an adult who lives in Wyoming, a business entity (domestic, or foreign and authorized here) that has a written agency agreement with an individual, or a commercial registered agent registered with Wyoming. Both the partnership and the agent need an e-mail address on file. A new agent costs $5 to record.

Each year the partnership owes an annual report and a license tax: $60 at minimum, scaling with its Wyoming assets at $.0002 per dollar. The first day of the anniversary month is the deadline, and the partnership may face dissolution if 60 days pass unpaid.

Should the application prove inaccurate, whether from the start or after circumstances change, a general partner files a sworn correcting certificate without delay (17-14-1005). To leave, a general partner swears to and signs a cancellation certificate (17-14-1006), priced at $60 on the fee schedule. The Secretary of State keeps the power to accept service for claims from the Wyoming period. Business taxes and employer registrations are separate matters.

Section 17-14-1007 lists the consequences. Wyoming courts will not entertain an action, suit or proceeding that the partnership brings until it registers. Nothing about its contracts and acts is voided, and it can answer suits. Limited partners keep their status; transacting business unregistered does not by itself make one a general partner. In addition the partnership is treated as having made the Secretary of State its service agent for claims from that business.

What sets Wyoming apart is subsection (e): a partnership transacting business without registering is subject to the penalties in W.S. 17-16-1502(d). In that provision, the exposure covers back fees and license taxes, interest at 18 percent, a $5,000 penalty, plus audit expenses and legal fees. Section 17-14-1008 further lets the Secretary of State go to court to stop the partnership from operating in breach of the article.

Mainstay Filing's registration offering covers only LLCs and for-profit corporations; limited partnerships do not go through its checkout. A general partner or the partnership's attorney completes and mails the application. Mainstay Filing's offering is the registered agent: $149 a year, held at the same price on renewal, with a Wyoming street address that goes on the application and into the state's records.

A summons or other process received by the agent is scanned into your account within that business day without a fee; government mail gets three free scans per year. For a partnership with another agent on file, Mainstay Filing can file the statement of change, charging the state's fee. Wyoming expressly allows commercial registered agents. Details are on the Wyoming registered agent page. Mainstay Filing does not give legal advice on whether your activities require registration.