State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter14

CHAPTER 14 - LIMITED PARTNERSHIPS

 

ARTICLE 1 - LIMITED PARTNERSHIP ACT OF 1971

 

17-14-101. Repealed by Laws 1979, ch. 153, 3.

 

17-14-102. Repealed by Laws 1979, ch. 153, 3.

 

17-14-103. Repealed by Laws 1979, ch. 153, 3.

 

17-14-104. Repealed by Laws 1979, ch. 153, 3.

 

17-14-105. Repealed by Laws 1979, ch. 153, 3.

 

17-14-106. Repealed by Laws 1979, ch. 153, 3.

 

17-14-107. Repealed by Laws 1979, ch. 153, 3.

 

17-14-108. Repealed by Laws 1979, ch. 153, 3.

 

17-14-109. Repealed by Laws 1979, ch. 153, 3.

 

17-14-110. Repealed by Laws 1979, ch. 153, 3.

 

17-14-111. Repealed by Laws 1979, ch. 153, 3.

 

17-14-112. Repealed by Laws 1979, ch. 153, 3.

 

17-14-113. Repealed by Laws 1979, ch. 153, 3.

 

17-14-114. Repealed by Laws 1979, ch. 153, 3.

 

17-14-115. Repealed by Laws 1979, ch. 153, 3.

 

17-14-116. Repealed by Laws 1979, ch. 153, 3.

 

17-14-117. Repealed by Laws 1979, ch. 153, 3.

 

17-14-118. Repealed by Laws 1979, ch. 153, 3.

 

17-14-119. Repealed by Laws 1979, ch. 153, 3.

 

17-14-120. Repealed by Laws 1979, ch. 153, 3.

 

17-14-121. Repealed by Laws 1979, ch. 153, 3.

 

17-14-122. Repealed by Laws 1979, ch. 153, 3.

 

17-14-123. Repealed by Laws 1979, ch. 153, 3.

 

17-14-124. Repealed by Laws 1979, ch. 153, 3.

 

17-14-125. Repealed by Laws 1979, ch. 153, 3.

 

17-14-126. Repealed by Laws 1979, ch. 153, 3.

 

17-14-127. Repealed by Laws 1979, ch. 153, 3.

 

17-14-128. Repealed by Laws 1979, ch. 153, 3.

 

17-14-129. Repealed by Laws 1979, ch. 153, 3.

 

17-14-130. Repealed by Laws 1979, ch. 153, 3.

 

17-14-131. Repealed by Laws 1979, ch. 153, 3.

 

ARTICLE 2 - GENERAL PROVISIONS

 

17-14-201. Short title.

 

Thisact may be cited as the "Uniform Limited Partnership Act".

 

17-14-202. Definitions.

 

(a) As used in this act, unless the context otherwise requires:

 

(i) "Certificate of limited partnership" means thecertificate referred to in W.S. 17-14-301, and the certificate as amended orrestated;

 

(ii) "Contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services, which a partner contributes to a limitedpartnership in his capacity as a partner;

 

(iii) "Event of withdrawal of a general partner" meansan event that causes a person to cease to be a general partner as provided inW.S. 17-14-502;

 

(iv) "Foreign limited partnership" means a partnershipformed under the laws of any state other than this state and having as partnersone (1) or more general partners and one (1) or more limited partners;

 

(v) "General partner" means a person who has beenadmitted to a limited partnership as a general partner in accordance with thepartnership agreement and named in the certificate of limited partnership as ageneral partner;

 

(vi) "Limited partner" means a person who has beenadmitted to a limited partnership as a limited partner in accordance with thepartnership agreement;

 

(vii) "Limited partnership" and "domestic limitedpartnership" mean a partnership formed by two (2) or more persons underthe laws of this state and having one (1) or more general partners and one (1)or more limited partners;

 

(viii) "Partner" means a limited or general partner;

 

(ix) "Partnership agreement" means any validagreement, written or oral, of the partners as to the affairs of a limitedpartnership and the conduct of its business;

 

(x) "Partnership interest" means a partner's share ofthe profits and losses of a limited partnership and the right to receive distributionsof partnership assets;

 

(xi) "Person" means a natural person, partnership,limited partnership (domestic or foreign), limited liability company, trust,estate, association or corporation;

 

(xii) "State" means a state, territory or possession ofthe United States, the District of Columbia, or the Commonwealth of PuertoRico;

 

(xiii) "Certificate of continuance" means thecertificate issued under the provisions of this act to continue a foreignlimited partnership in this state;

 

(xiv) "Foreign limited liability limited partnership"means a foreign limited partnership whose general partners have limitedliability for the obligations of the foreign limited partnership under aprovision similar to W.S. 17-14-503;

 

(xv) "Limited liability limited partnership", exceptin the phrase "foreign limited liability limited partnership" means alimited partnership whose certificate of limited partnership states that thelimited partnership is a limited liability limited partnership;

 

(xvi) "This act" means W.S. 17-14-201 through17-14-1104.

 

17-14-203. Name.

 

 

(a) The name of each limited partnership as set forth in itscertificate of limited partnership:

 

(i) Shall contain without abbreviation the words "limitedpartnership";

 

(ii) Shall not contain the name of a limited partner unless:

 

(A) It is also the name of a general partner or the corporatename of a corporate general partner; or

 

(B) The business of the limited partnership had been carried onunder that name before the admission of that limited partner.

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) Shall not be the same as, or deceptively similar to, anytrademark or service mark registered in this state and shall be distinguishableupon the records of the secretary of state from other business names asprovided in W.S. 17-16-401.

 

17-14-204. Reservation of name.

 

 

(a) The exclusive right to the use of a name may be reservedby:

 

(i) Any person intending to organize a limited partnershipunder this act and to adopt that name;

 

(ii) Any domestic limited partnership or any foreign limitedpartnership registered in this state which, in either case, intends to adoptthat name;

 

(iii) Any foreign limited partnership intending to register inthis state and adopt that name; and

 

(iv) Any person intending to organize a foreign limitedpartnership and intending to have it registered in this state and adopt thatname.

 

(b) The reservation shall be made by filing with the secretaryof state an application, executed by the applicant, to reserve a specifiedname. If the secretary of state finds that the name is available for use by adomestic or foreign limited partnership, he shall reserve the name for theexclusive use of the applicant for a period of one hundred twenty (120) days.The reservation of a name is not renewable. The right to the exclusive use of areserved name may be transferred to any other person by filing in the office ofthe secretary of state a notice of the transfer, executed by the applicant forwhom the name was reserved and specifying the name and address of thetransferee.

 

17-14-205. Specified office and agent.

 

(a) Each limited partnership shall continuously maintain inthis state:

 

(i) An office, which may but need not be a place of itsbusiness in this state, at which shall be kept the records required by W.S.17-14-206 to be maintained; and

 

(ii) A registered agent for service of process on the limitedpartnership as provided in W.S. 17-28-101 through 17-28-111.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all limited partnerships.

 

17-14-206. Records to be kept.

 

(a) Each limited partnership shall keep at the office referredto in W.S. 17-14-205 the following:

 

(i) A current list of the full name and last known businessaddress of each partner separately identifying in alphabetical order thegeneral partners and the limited partners;

 

(ii) A copy of the certificate of limited partnership and allcertificates of amendment thereto, and any application for and certificate ofcontinuance, together with executed copies of any powers of attorney pursuantto which any certificate or application has been executed;

 

(iii) Copies of the limited partnership's federal, state andlocal income tax returns and reports, if any, for the three (3) most recentyears;

 

(iv) Copies of any then effective written partnership agreementsand of any financial statements of the limited partnership for the three (3)most recent years; and

 

(v) Unless contained in a written partnership agreement, awriting setting out:

 

(A) The amount of cash and a description and statement of theagreed value of the other property or services contributed by each partner andwhich each partner has agreed to contribute;

 

(B) The times at which or events on the happening of which anyadditional contributions agreed to be made by each partner are to be made;

 

(C) Any right of a partner to receive, or of a general partnerto make, distributions to a partner which include a return of all or any partof the partner's contribution; and

 

(D) Any events upon the happening of which the limitedpartnership is to be dissolved and its affairs wound up.

 

(b) Records kept under this section are subject to inspectionand copying at the reasonable request, and at the expense, of any partnerduring ordinary business hours.

 

17-14-207. Nature of business.

 

Alimited partnership may carry on any business that a partnership withoutlimited partners may carry on except banking or acting as an insurer as definedin W.S. 26-1-102(a)(xvi).

 

17-14-208. Business transactions of partner with partnership.

 

Exceptas provided in the partnership agreement, a partner may lend money to andtransact other business with the limited partnership and, subject to otherapplicable law, has the same rights and obligations with respect thereto as aperson who is not a partner.

 

17-14-209. Fees.

 

(a) The secretary of state shall charge and collect thefollowing fees:

 

(i) For filing a certificate of limited partnership, for anapplication for a certificate of continuance or for registering a foreignlimited partnership, a fee of one hundred dollars ($100.00);

 

(ii) For filing a certificate of amendment or cancellation, orfor filing a reservation of name, fifty dollars ($50.00).

 

(iii) Repealed By Laws 2000, Ch. 35, 2.

 

(iv) Repealed By Laws 2000, Ch. 35, 2.

 

(b) In addition to the fees provided under subsection (a) ofthis section, each limited partnership or foreign limited partnership shallcomply with and pay the fees provided by W.S. 17-16-1630(a) through (e) as ifit were a corporation.

 

(c) Any limited partnership or foreign limited partnershipfailing to comply with subsection (b) of this section may be dissolved or itsfranchise revoked by the secretary of state as if it were a corporation.

 

(d) Notwithstanding any other provisions of this section, anyWyoming limited partnership dissolved or whose franchise is revoked undersubsection (c) of this section may be reinstated as provided in W.S. 17-14-905.

 

ARTICLE 3 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP

 

17-14-301. Certificate of limited partnership.

 

(a) In order to form a limited partnership a certificate oflimited partnership shall be executed and filed in the office of the secretaryof state. The certificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

(iii) The address of the office and the name and address of theagent for service of process required to be maintained by W.S. 17-14-205;

 

(iv) The name and the business address of each general partner;

 

(v) The amount of cash and a description and statement of theagreed value of the other property or services contributed or to be contributedin the future;

 

(vi) Repealed by Laws 1995, ch. 45, 2.

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) Repealed by Laws 1995, ch. 45, 2.

 

(ix) Repealed by Laws 1995, ch. 45, 2.

 

(x) Repealed by Laws 1995, ch. 45, 2.

 

(xi) Repealed by Laws 1995, ch. 45, 2.

 

(xii) Repealed by Laws 1995, ch. 45, 2.

 

(xiii) The latest date upon which the limited partnership is todissolve;

 

(xiv) Whether the limited partnership is a limited liabilitylimited partnership; and

 

(xv) Any other matters the partners determine to includetherein.

 

(b) A limited partnership is formed at the time of the filingof the certificate of limited partnership in the office of the secretary ofstate or at any later time specified in the certificate of limited partnershipif, in either case, there has been substantial compliance with the requirementsof this section.

 

17-14-302. Amendment of certificate.

 

(a) A certificate of limited partnership is amended by filing acertificate of amendment thereto in the office of the secretary of state. Thecertificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing the certificate; and

 

(iii) The amendment to the certificate.

 

(b) Within thirty (30) days after the occurrence of any of thefollowing events and except as provided by subsection (f) of this section, anamendment to a certificate of limited partnership reflecting the occurrence ofthe event shall be filed:

 

(i) Repealed by Laws 1995, ch. 45, 2.

 

(ii) The admission of a new general partner;

 

(iii) The withdrawal of a general partner; or

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) The election of all the partners to become a limitedliability limited partnership.

 

(c) A general partner who becomes aware that any statement in acertificate of limited partnership was false when made or that any arrangementsor other facts described have changed, making the certificate inaccurate in anyrespect, shall promptly amend the certificate.

 

(d) A certificate of limited partnership may be amended at anytime for any other proper purpose the general partners determine.

 

(e) A person is not liable because an amendment to acertificate of limited partnership has not been filed to reflect the occurrenceof any event referred to in subsection (b) of this section if the amendment isfiled within the periods [period] specified in subsection (b) or (f) of thissection, whichever applies.

 

(f) An amendment to a certificate of limited partnershipreflecting the occurrence of any event specified by subsection (b) of thissection for a partnership comprised of ten (10) partners or less, who arenatural persons, may be filed annually instead of within the thirty (30) dayperiod prescribed by subsection (b) of this section. The amendment certificateshall reflect all events specified by subsection (b) of this section whichoccurred during the calendar year and shall be filed in the office of thesecretary of state no later than January 31 of the year following the year forwhich the amendment certificate applies.

 

(g) A restated certificate of limited partnership may beexecuted and filed in the same manner as a certificate of amendment.

 

17-14-303. Cancellation of certificate.

 

 

(a) A certificate of limited partnership shall be cancelledupon the dissolution and the commencement of winding up of the partnership orat any other time there are no limited partners. A certificate of cancellationshall be filed in the office of the secretary of state and set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing of its certificate of limitedpartnership;

 

(iii) The reason for filing the certificate of cancellation;

 

(iv) The effective date (which shall be a date certain) ofcancellation if it is not to be effective upon the filing of the certificate;and

 

(v) Any other information the general partners filing thecertificate determine.

 

17-14-304. Execution of certificates.

 

 

(a) Each certificate required by this article to be filed inthe office of the secretary of state shall be executed in the following manner:

 

(i) An original certificate of limited partnership shall besigned by all general partners;

 

(ii) A certificate of amendment shall be signed by at least one(1) general partner and by each other general partner designated in thecertificate as a new general partner; and

 

(iii) A certificate of cancellation shall be signed by allgeneral partners.

 

(b) Any person may sign a certificate by an attorney-in-fact,but a power of attorney to sign a certificate relating to the admission of ageneral partner shall specifically describe the admission.

 

(c) The execution of a certificate by a general partnerconstitutes an affirmation under the penalties of perjury that the facts statedtherein are true.

 

17-14-305. Execution by judicial act.

 

Ifa person required by W.S. 17-14-304 to execute any certificate fails or refusesto do so, any other person who is adversely affected by the failure or refusal,may petition the district court to direct the execution of the certificate. Ifthe court finds that it is proper for the certificate to be executed and thatany person so designated has failed or refused to execute the certificate, itshall order the secretary of state to record an appropriate certificate.

 

17-14-306. Filing in office of secretary of state.

 

 

(a) Two (2) signed copies of the certificate of limitedpartnership and of any certificates of amendment or cancellation (or of anyjudicial decree of amendment or cancellation) shall be delivered to thesecretary of state. A person who executes a certificate as an agent orfiduciary need not exhibit evidence of his authority as a prerequisite tofiling. Unless the secretary of state finds that any certificate does notconform to law, upon receipt of all filing fees required by law he shall:

 

(i) Endorse on each duplicate original the word"Filed" and the day, month and year of the filing thereof;

 

(ii) File one (1) duplicate original in his office; and

 

(iii) Return the other duplicate original to the person who filedit or his representative.

 

(b) Upon the filing of a certificate of amendment (or judicialdecree of amendment) in the office of the secretary of state, the certificateof limited partnership shall be amended as set forth therein, and upon theeffective date of a certificate of cancellation (or a judicial decree thereof),the certificate of limited partnership is cancelled.

 

17-14-307. Liability for false statement in certificate.

 

 

(a) If any certificate of limited partnership or certificate ofamendment or cancellation contains a false statement, one who suffers loss byreliance on the statement may recover damages for the loss from:

 

(i) Any person who executes the certificate, or causes anotherto execute it on his behalf, and knew, and any general partner who knew orshould have known, the statement to be false at the time the certificate wasexecuted; and

 

(ii) Any general partner who thereafter knows or should haveknown that any arrangement or other fact described in the certificate haschanged, making the statement inaccurate in any respect within a sufficienttime before the statement was relied upon reasonably to have enabled thatgeneral partner to cancel or amend the certificate, or to file a petition forits cancellation or amendment under W.S. 17-14-305.

 

17-14-308. Scope of notice.

 

Thefact that a certificate of limited partnership is on file in the office of thesecretary of state is notice that the partnership is a limited partnership andthe persons designated therein as general partners are general partners, but itis not notice of any other fact.

 

17-14-309. Delivery of certificates to limited partners.

 

Uponthe return by the secretary of state pursuant to W.S. 17-14-306 of acertificate marked "Filed", the general partners shall promptlydeliver or mail a copy of the certificate of limited partnership and eachcertificate to each limited partner unless the partnership agreement providesotherwise.

 

ARTICLE 4 - LIMITED PARTNERS

 

17-14-401. 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 limitedpartnership for becoming a limited partner.

 

(b) Repealed by Laws 1995, ch. 45, 2.

 

(c) After the limited partnership is formed, a person may beadmitted as an additional limited partner:

 

(i) In the case of a person acquiring a partnership interestdirectly from the limited partnership, upon the compliance with the partnershipagreement or, if the partnership agreement does not so provide, upon thewritten consent of all partners; and

 

(ii) In the case of an assignee of a partnership interest of apartner who has the power, as provided in W.S. 17-14-804, to grant the assigneethe right to become a limited partner, upon the exercise of that power andcompliance with any conditions limiting the grant or exercise of the power.

 

17-14-402. Voting.

 

Subjectto W.S. 17-14-403, the partnership agreement may grant to all or a specifiedgroup of the limited partners the right to vote (on a per capita or otherbasis) upon any matter.

 

17-14-403. Liability to third parties.

 

 

(a) Except as provided in subsection (d) of this section, alimited partner is not liable for the obligations of a limited partnershipunless he is also a general partner or, in addition to the exercise of hisrights and powers as a limited partner, he participates in the control of thebusiness. However, if the limited partner participates in the control of thebusiness, he is liable only to persons who transact business with the limitedpartnership with actual knowledge of his participation in control.

 

(b) A limited partner does not participate in the control ofthe business within the meaning of subsection (a) of this section solely bydoing one (1) or more of the following:

 

(i) Being a contractor for or an agent or employee of thelimited partnership or of a general partner or being an officer, director orshareholder of a general partner that is a corporation;

 

(ii) Consulting with and advising a general partner with respectto the business of the limited partnership;

 

(iii) Acting as surety for the limited partnership orguaranteeing or assuming one (1) or more specific obligations of the limitedpartnership;

 

(iv) Taking any action required or permitted by law to bring orpursue a derivative action in the right of the limited partnership;

 

(v) Requesting or attending a meeting of partners;

 

(vi) Proposing, approving or disapproving, by voting orotherwise, one (1) or more of the following matters:

 

(A) The dissolution and winding up of the limited partnership;

 

(B) The sale, exchange, lease, mortgage, pledge or othertransfer of all or substantially all of the assets of the limited partnership;

 

(C) The incurrence of indebtedness by the limited partnershipother than in the ordinary course of its business;

 

(D) A change in the nature of the business;

 

(E) The admission or removal of a general partner;

 

(F) The admission or removal of a limited partner;

 

(G) A transaction involving an actual or potential conflict ofinterest between a general partner and the limited partners;

 

(H) An amendment to the partnership agreement or certificate oflimited partnership; or

 

(J) Matters related to the business of the limited partnershipnot otherwise enumerated in this subsection which the partnership agreementstates in writing may be subject to the approval or disapproval of limitedpartners.

 

(vii) Winding up the limited partnership pursuant to W.S.17-14-903; or

 

(viii) Exercising any right or power permitted to limited partnersunder this act and not specifically enumerated in this subsection.

 

(c) The enumeration in subsection (b) of this section does notmean that the possession or exercise of any other powers by a limited partnerconstitutes participation by him in the business of the limited partnership.

 

(d) A limited partner who knowingly permits his name to be usedin the name of the limited partnership, except under circumstances permitted byW.S. 17-14-203(a)(ii)(A), is liable to creditors who extend credit to thelimited partnership without actual knowledge that the limited partner is not ageneral partner.

 

17-14-404. Person erroneously believing himself limited partner.

 

 

(a) Except as provided in subsection (b) of this section, aperson who makes a contribution to a business enterprise and erroneously but ingood faith believes that he has become a limited partner in the enterprise isnot a general partner in the enterprise and is not bound by its obligations byreason of making the contribution, receiving distributions from the enterprise,or exercising any rights of a limited partner, if, on ascertaining the mistake,he:

 

(i) Causes an appropriate certificate of limited partnership ora certificate of amendment to be executed and filed; or

 

(ii) Withdraws from future equity participation in theenterprise.

 

(b) A person who makes a contribution of the kind described insubsection (a) of this section is liable as a general partner to any thirdparty who transacts business with the enterprise:

 

(i) Before the person withdraws and an appropriate certificateis filed to show withdrawal; or

 

(ii) Before an appropriate certificate is filed to show that heis not a general partner, but in either case only if the third party actuallybelieved in good faith that the person was a general partner at the time of thetransaction.

 

17-14-405. Information.

 

 

(a) Each limited partner has the right to:

 

(i) Inspect and copy any of the partnership records required tobe maintained by W.S. 17-14-206; and

 

(ii) Obtain from the general partners from time to time uponreasonable demand:

 

(A) True and full information regarding the state of thebusiness and financial condition of the limited partnership;

 

(B) Promptly after becoming available, a copy of the limitedpartnership's federal, state and local income tax returns for each year; and

 

(C) Other information regarding the affairs of the limitedpartnership as is just and reasonable.

 

ARTICLE 5 - GENERAL PARTNERS

 

17-14-501. Admission of additional general partners.

 

Afterthe filing of a limited partnership's original certificate of limitedpartnership, additional general partners may be admitted as provided in writingin the partnership agreement or, if the partnership agreement does not providein writing for the admission of additional general partners, with the writtenconsent of all partners.

 

17-14-502. Events of withdrawal.

 

 

(a) Except as approved by the specific written consent of allpartners at the time, a person ceases to be a general partner of a limitedpartnership upon the happening of any of the following events:

 

(i) The general partner withdraws from the limited partnershipas provided in W.S. 17-14-702;

 

(ii) The general partner ceases to be a member of the limitedpartnership as provided in W.S. 17-14-802;

 

(iii) The general partner is removed as a general partner inaccordance with the partnership agreement;

 

(iv) Unless otherwise provided in writing in the partnershipagreement, the general partner:

 

(A) Makes an assignment for the benefit of creditors;

 

(B) Files a voluntary petition in bankruptcy;

 

(C) Is adjudicated as bankrupt or insolvent;

 

(D) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under any statute, law or regulation;

 

(E) Files an answer or other pleading admitting or failing tocontest the material allegations of a petition filed against him in anyproceeding of this nature; or

 

(F) Seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the general partner or of all or anysubstantial part of his properties.

 

(v) Unless otherwise provided in writing in the partnership agreement,one hundred twenty (120) days after the commencement of any proceeding againstthe general partner seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, lawor regulation, the proceeding has not been dismissed, or if within ninety (90)days after the appointment without his consent or acquiescence of a trustee,receiver or liquidator of the general partner or of all or any substantial partof his properties, the appointment is not vacated or stayed or within ninety(90) days after the expiration of any such stay, the appointment is notvacated;

 

(vi) In the case of a general partner who is a natural person:

 

(A) His death; or

 

(B) The entry by a court of competent jurisdiction adjudicatinghim incompetent to manage his person or his estate.

 

(vii) In the case of a general partner who is acting as a generalpartner by virtue of being a trustee of a trust, the termination of the trust(but not merely the substitution of a new trustee);

 

(viii) In the case of a general partner that is a separatepartnership, the dissolution and commencement of winding up of the separatepartnership;

 

(ix) In the case of a general partner that is a corporation, thefiling of a certificate of dissolution, or its equivalent, for the corporationor the revocation of its charter; or

 

(x) In the case of an estate, the distribution by the fiduciaryof the estate's entire interest in the partnership.

 

17-14-503. 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 limitedpartnership has the rights and powers and is subject to the restrictions andliabilities of a partner in a partnership without limited partners.

 

(b) A person that becomes a general partner of an existinglimited partnership is not personally liable for an obligation of a limitedpartnership incurred before the person became a partner.

 

(c) An obligation of a limited partnership incurred while thelimited partnership is a limited liability limited partnership, whether arisingin contract, tort or otherwise, is solely the obligation of the limitedpartnership. A general partner is not personally liable, directly orindirectly, by way of contribution or otherwise, for such an obligation solelyby reason of being or acting as a general partner of a limited liabilitylimited partnership. This subsection applies despite anything inconsistent inthe partnership agreement that existed immediately before the election by allthe partners to become a limited liability limited partnership. For purposesof this section, the obligation of a limited partnership under contract isdeemed to arise at the time the limited partnership entered into the contract.

 

17-14-504. Contributions by, and distributions to, general partner.

 

Ageneral partner of a limited partnership may make contributions to thepartnership and share in the profits and losses of, and in the distributions from,the limited partnership as a general partner. A general partner also may makecontributions to and share in profits, losses and distributions as a limitedpartner. A person who is both a general partner and a limited partner has therights and powers, and is subject to the restrictions and liabilities, of ageneral partner and, except as provided in the partnership agreement, also hasthe powers, and is subject to the restrictions, of a limited partner to theextent of his participation in the partnership as a limited partner.

 

17-14-505. Voting.

 

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

 

ARTICLE 6 - FINANCE

 

17-14-601. Form of contribution.

 

Thecontribution of a partner may be in cash, property or services rendered, or apromissory note or other obligation to contribute cash or property or toperform services.

 

17-14-602. Liability for contribution.

 

 

(a) A promise by a limited partner to contribute to the limitedpartnership is not enforceable unless set out in a writing signed by thelimited partner.

 

(b) Except as provided in the partnership agreement, a partneris obligated to the limited partnership to perform any enforceable promise tocontribute cash or property or to perform services, even if he is unable toperform because of death, disability or any other reason. If a partner does notmake the required contribution of property or services, he is obligated at theoption of the limited partnership to contribute cash equal to that portion ofthe value (as stated in the partnership records required to be kept pursuant toW.S. 17-14-206) of the stated contribution that has not been made.

 

(c) Unless otherwise provided in the partnership agreement, theobligation of a partner to make a contribution or return money or otherproperty paid or distributed in violation of this act may be compromised onlyby consent of all the partners. Notwithstanding the compromise, a creditor of alimited partnership who extends credit, or otherwise acts in reliance on thatobligation after the partner signs a writing which reflects the obligation, andbefore the amendment or cancellation thereof to reflect the compromise, mayenforce the original obligation.

 

17-14-603. Sharing of profits and losses.

 

Theprofits and losses of a limited partnership shall be allocated among thepartners, and among classes of partners, in the manner provided in writing inthe partnership agreement. If the partnership agreement does not so provide inwriting, profits and losses shall be allocated on the basis of the value (asstated in the partnership records required to be kept pursuant to W.S.17-14-206) of the contributions made by each partner to the extent they havebeen received by the partnership and have not been returned.

 

17-14-604. Sharing of distributions.

 

Distributionsof 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 thepartnership agreement. If the partnership agreement does not so provide inwriting, distributions shall be made on the basis of the value (as stated inthe partnership records required to be kept pursuant to W.S. 17-14-206) of thecontributions made by each partner to the extent they have been received by thepartnership and have not been returned.

 

ARTICLE 7 - DISTRIBUTIONS AND WITHDRAWAL

 

17-14-701. Interim distributions.

 

 

(a) Except as provided in this article, a partner is entitledto receive distributions from a limited partnership before his withdrawal fromthe limited partnership and before the dissolution and winding up thereof tothe extent and at the times or upon the happening of the events specified inthe partnership agreement.

 

(i) Amended into (a) by Laws 1995, ch. 45, 1.

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

17-14-702. Withdrawal of general partner.

 

Ageneral partner may withdraw from a limited partnership at any time by givingwritten notice to the other partners, but if the withdrawal violates thepartnership agreement, the limited partnership may recover from the withdrawinggeneral partner damages for breach of the partnership agreement and offset thedamages against the amount otherwise distributable to him.

 

17-14-703. Withdrawal of limited partner.

 

(a) A limited partner may withdraw from a limited partnershipat the time or upon the happening of events specified in writing in thepartnership agreement. If the agreement does not specify in writing the time orthe events upon the happening of which a limited partner may withdraw or adefinite time for the dissolution and winding up of the limited partnership, alimited partner may withdraw upon not less than six (6) months prior writtennotice to each general partner at his address on the books of the limitedpartnership at its office in this state. The provisions of this subsectionshall apply to limited partnerships formed under this act prior to July 1,1999, unless the limited partnership properly adopts the provisions ofsubsection (b) of this section.

 

(b) A limited partner may only withdraw from a limitedpartnership at the time or upon the happening of events specified in writing inthe partnership agreement. This subsection applies to limited partnershipsformed under this act on or after July 1, 1999. A limited partnership formedunder this act prior to July 1, 1999, may adopt the provisions of thissubsection by filing a certificate of amendment with the secretary of stateafter July 1, 1999 that expressly refers to and adopts this subsection.

 

17-14-704. Distribution upon withdrawal.

 

Exceptas provided in this article, upon withdrawal any withdrawing partner isentitled to receive any distribution to which he is entitled under thepartnership agreement and, if not otherwise provided in the agreement, he isentitled to receive, within a reasonable time after withdrawal, the fair valueof his interest in the limited partnership as of the date of withdrawal basedupon his right to share in distributions from the limited partnership.

 

17-14-705. Distribution in kind.

 

Exceptas provided in writing in the partnership agreement, a partner, regardless ofthe nature of his contribution, has no right to demand and receive anydistribution from a limited partnership in any form other than cash. Except asprovided in writing in the partnership agreement, a partner may not becompelled to accept a distribution of any asset in kind from a limitedpartnership to the extent that the percentage of the asset distributed to himexceeds a percentage of that asset which is equal to the percentage in which heshares in distributions from the limited partnership.

 

17-14-706. Right to distribution.

 

Atthe time a partner becomes entitled to receive a distribution, he has thestatus of, and is entitled to all remedies available to, a creditor of thelimited partnership with respect to the distribution.

 

17-14-707. Limitations on distribution.

 

Apartner may not receive a distribution from a limited partnership to the extentthat, after giving effect to the distribution, all liabilities of the limitedpartnership, other than liabilities to partners on account of their partnershipinterests, exceed the fair value of the partnership assets.

 

17-14-708. Liability upon return of contribution.

 

 

(a) If a partner has received the return of any part of hiscontribution without violation of the partnership agreement or this act, he isliable to the limited partnership for a period of one (1) year thereafter forthe amount of the returned contribution, but only to the extent necessary todischarge the limited partnership's liabilities to creditors who extendedcredit to the limited partnership during the period the contribution was heldby the partnership.

 

(b) If a partner has received the return of any part of hiscontribution in violation of the partnership agreement or this act, he isliable to the limited partnership for a period of six (6) years thereafter forthe amount of the contribution wrongfully returned.

 

(c) A partner receives a return of his contribution to theextent that a distribution to him reduces his share of the fair value of thenet assets of the limited partnership below the value (as set forth in thepartnership records required to be kept pursuant to W.S. 17-14-206) of hiscontribution which has not been distributed to him.

 

ARTICLE 8 - ASSIGNMENT OF PARTNERSHIP INTERESTS

 

17-14-801. Nature of partnership interest.

 

Apartnership interest is personal property.

 

17-14-802. Assignment of partnership interest.

 

Exceptas provided in the partnership agreement, a partnership interest is assignablein whole or in part. An assignment of a partnership interest does not dissolvea limited partnership or entitle the assignee to become or to exercise anyrights of a partner. An assignment entitles the assignee to receive, to theextent assigned, only the distribution to which the assignor would be entitled.Except as provided in the partnership agreement, a partner ceases to be apartner upon assignment of all his partnership interest.

 

17-14-803. Rights of creditor.

 

Onapplication to a court of competent jurisdiction by any judgment creditor of apartner, the court may charge the partnership interest of the partner withpayment of the unsatisfied amount of the judgment with interest. To the extentso charged, the judgment creditor has only the rights of an assignee of thepartnership interest. This act does not deprive any partner of the benefit ofany exemption laws applicable to his partnership interest.

 

17-14-804. Right of assignee to become limited partner.

 

 

(a) An assignee of a partnership interest, including anassignee of a general partner, may become a limited partner if and to the extentthat:

 

(i) The assignor gives the assignee that right in accordancewith authority described in the partnership agreement; or

 

(ii) All other partners consent.

 

(b) An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to the restrictions andliabilities, of a limited partner under the partnership agreement and this act.An assignee who becomes a limited partner also is liable for the obligations ofhis assignor to make and return contributions as provided in articles 6 and 7.However, the assignee is not obligated for liabilities unknown to the assigneeat the time he became a limited partner.

 

(c) If an assignee of a partnership interest becomes a limitedpartner, the assignor is not released from his liability to the limitedpartnership under W.S. 17-14-307 and 17-14-602.

 

17-14-805. Deceased or incompetent partner; dissolved or terminatedpartner.

 

Ifa partner who is an individual dies or a court of competent jurisdictionadjudges him to be incompetent to manage his person or his property, thepartner's executor, administrator, guardian, conservator or other legalrepresentative may exercise all the partner's rights for the purpose ofsettling his estate or administering his property, including any power thepartner had to give an assignee the right to become a limited partner. If apartner is a corporation, trust or other entity and is dissolved or terminated,the powers of that partner may be exercised by its legal representative orsuccessor.

 

ARTICLE 9 - DISSOLUTION

 

17-14-901. Nonjudicial dissolution.

 

(a) A limited partnership is dissolved and its affairs shall bewound up upon the happening of the first to occur of the following:

 

(i) At the time specified in the certificate of limitedpartnership;

 

(ii) Upon the happening of events specified in writing in thepartnership agreement;

 

(iii) Written consent of all partners;

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) Entry of a decree of judicial dissolution under W.S.17-14-902;

 

(vi) A vote to dissolve by all of the limited partners, or anumber or percentage of limited partners specified in the partnershipagreement, within ninety (90) days after an event of withdrawal of the lastremaining general partner; or

 

(vii) The failure of the limited partners to admit or appointanother general partner within ninety (90) days after an event of withdrawal ofthe last remaining general partner.

 

17-14-902. Judicial dissolution.

 

Onapplication by or for a partner the district court may decree dissolution of alimited partnership whenever it is not reasonably practicable to carry on thebusiness in conformity with the partnership agreement.

 

17-14-903. Winding up.

 

Exceptas provided in the partnership agreement, the general partners who have notwrongfully dissolved a limited partnership or, if none, the limited partners,may wind up the limited partnership's affairs; but the district court may windup the limited partnership's affairs upon application of any partner, his legalrepresentative, or assignee.

 

17-14-904. Distribution of assets.

 

 

(a) Upon the winding up of a limited partnership, the assetsshall be distributed as follows:

 

(i) To creditors, including partners who are creditors, to theextent permitted by law, in satisfaction of liabilities of the limitedpartnership other than liabilities for distributions to partners under W.S.17-14-701 or 17-14-704;

 

(ii) Except as provided in the partnership agreement, topartners and former partners in satisfaction of liabilities for distributionsunder W.S. 17-14-701 or 17-14-704; and

 

(iii) Except as provided in the partnership agreement, topartners first for the return of their contributions and secondly respectingtheir partnership interests, in the proportions in which the partners share indistributions.

 

17-14-905. Reinstatement following administrative dissolution.

 

(a) A Wyoming limited partnership administratively dissolvedfor failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretaryof state for reinstatement within two (2) years after the effective date ofdissolution. The application shall recite the name of the domestic limitedpartnership and the effective date of its administrative dissolution.

 

(b) A domestic limited partnership applying for reinstatementpursuant to subsection (a) of this section shall include payment of fees andtaxes then delinquent and a reinstatement certificate fee prescribed by thesecretary of state by rule.

 

(c) If the secretary of state determines that the applicationcontains the information required by subsection (a) of this section, that theinformation is correct and the application contains the fees and taxes requiredby subsection (b) of this section, he shall cancel the certificate of dissolutionand prepare a certificate of reinstatement that recites his determination andthe effective date of reinstatement, file the original of the certificate andreturn a copy to the domestic limited partnership.

 

(d) When the reinstatement is effective, it relates back andtakes effect as of the effective date of the administrative dissolutionpursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying onits business as if the administrative dissolution had never occurred.

 

(e) The domestic limited partnership shall retain itsregistered name during the two (2) year reinstatement period.

 

ARTICLE 10 - FOREIGN LIMITED PARTNERSHIPS

 

17-14-1001. Law governing.

 

(a) Subject to the constitution of this state:

 

(i) The laws of the state under which a foreign limitedpartnership is organized govern its organization and internal affairs and theliability of its limited partners, unless the partnership has been issued acertificate of continuance pursuant to this article; and

 

(ii) A foreign limited partnership shall not be deniedregistration by reason of any difference between the laws of the state underwhich it was organized and the laws of this state.

 

17-14-1002. Registration.

 

(a) Before transacting business in this state, a foreignlimited partnership shall register with the secretary of state. In order toregister, a foreign limited partnership shall submit to the secretary of state,in duplicate, an application for registration as a foreign limited partnership,signed by a general partner and setting forth:

 

(i) The name of the foreign limited partnership and, ifdifferent, the name under which it proposes to register and transact businessin this state;

 

(ii) The state and date of its formation;

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) The name and address of any agent for service of process onthe foreign limited partnership whom the foreign limited partnership elects toappoint; the agent shall be an individual resident of this state, a domesticcorporation or a foreign corporation having a place of business in, andauthorized to do business in, this state;

 

(v) A statement that the secretary of state is appointed theagent of the foreign limited partnership for service of process if no agent hasbeen appointed under paragraph (a)(iv) of this section or, if appointed, theagent's authority has been revoked or if the agent cannot be found or servedwith the exercise of reasonable diligence;

 

(vi) The address of the office required to be maintained in thestate of its organization by the laws of that state or, if not so required, ofthe principal office of the foreign limited partnership;

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) The name and business address of each general partner;

 

(ix) Whether the foreign limited partnership is a foreignlimited liability limited partnership; and

 

(x) The address of the office at which is kept a list of thenames and addresses of the limited partners and their capital contributions,together with an undertaking by the foreign limited partnership to keep thoserecords until the foreign limited partnership's registration in this state iscancelled or withdrawn.

 

(b) The foreign limited partnership shall deliver with thecompleted application a certificate of existence, duly authenticated by thesecretary of state or other official having custody of limited partnershiprecords in the state or country under whose laws it is formed, which verifiesthe active existence of the foreign limited partnership.

 

17-14-1003. Issuance of registration.

 

 

(a) If the secretary of state finds that an application forregistration conforms to law and all requisite fees have been paid, he shall:

 

(i) Endorse on the application the word "Filed", andthe month, day and year of the filing thereof;

 

(ii) File in his office a duplicate original of the application;and

 

(iii) Issue a certificate of registration to transact business inthis state.

 

(b) The certificate of registration, together with a duplicateo

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter14

CHAPTER 14 - LIMITED PARTNERSHIPS

 

ARTICLE 1 - LIMITED PARTNERSHIP ACT OF 1971

 

17-14-101. Repealed by Laws 1979, ch. 153, 3.

 

17-14-102. Repealed by Laws 1979, ch. 153, 3.

 

17-14-103. Repealed by Laws 1979, ch. 153, 3.

 

17-14-104. Repealed by Laws 1979, ch. 153, 3.

 

17-14-105. Repealed by Laws 1979, ch. 153, 3.

 

17-14-106. Repealed by Laws 1979, ch. 153, 3.

 

17-14-107. Repealed by Laws 1979, ch. 153, 3.

 

17-14-108. Repealed by Laws 1979, ch. 153, 3.

 

17-14-109. Repealed by Laws 1979, ch. 153, 3.

 

17-14-110. Repealed by Laws 1979, ch. 153, 3.

 

17-14-111. Repealed by Laws 1979, ch. 153, 3.

 

17-14-112. Repealed by Laws 1979, ch. 153, 3.

 

17-14-113. Repealed by Laws 1979, ch. 153, 3.

 

17-14-114. Repealed by Laws 1979, ch. 153, 3.

 

17-14-115. Repealed by Laws 1979, ch. 153, 3.

 

17-14-116. Repealed by Laws 1979, ch. 153, 3.

 

17-14-117. Repealed by Laws 1979, ch. 153, 3.

 

17-14-118. Repealed by Laws 1979, ch. 153, 3.

 

17-14-119. Repealed by Laws 1979, ch. 153, 3.

 

17-14-120. Repealed by Laws 1979, ch. 153, 3.

 

17-14-121. Repealed by Laws 1979, ch. 153, 3.

 

17-14-122. Repealed by Laws 1979, ch. 153, 3.

 

17-14-123. Repealed by Laws 1979, ch. 153, 3.

 

17-14-124. Repealed by Laws 1979, ch. 153, 3.

 

17-14-125. Repealed by Laws 1979, ch. 153, 3.

 

17-14-126. Repealed by Laws 1979, ch. 153, 3.

 

17-14-127. Repealed by Laws 1979, ch. 153, 3.

 

17-14-128. Repealed by Laws 1979, ch. 153, 3.

 

17-14-129. Repealed by Laws 1979, ch. 153, 3.

 

17-14-130. Repealed by Laws 1979, ch. 153, 3.

 

17-14-131. Repealed by Laws 1979, ch. 153, 3.

 

ARTICLE 2 - GENERAL PROVISIONS

 

17-14-201. Short title.

 

Thisact may be cited as the "Uniform Limited Partnership Act".

 

17-14-202. Definitions.

 

(a) As used in this act, unless the context otherwise requires:

 

(i) "Certificate of limited partnership" means thecertificate referred to in W.S. 17-14-301, and the certificate as amended orrestated;

 

(ii) "Contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services, which a partner contributes to a limitedpartnership in his capacity as a partner;

 

(iii) "Event of withdrawal of a general partner" meansan event that causes a person to cease to be a general partner as provided inW.S. 17-14-502;

 

(iv) "Foreign limited partnership" means a partnershipformed under the laws of any state other than this state and having as partnersone (1) or more general partners and one (1) or more limited partners;

 

(v) "General partner" means a person who has beenadmitted to a limited partnership as a general partner in accordance with thepartnership agreement and named in the certificate of limited partnership as ageneral partner;

 

(vi) "Limited partner" means a person who has beenadmitted to a limited partnership as a limited partner in accordance with thepartnership agreement;

 

(vii) "Limited partnership" and "domestic limitedpartnership" mean a partnership formed by two (2) or more persons underthe laws of this state and having one (1) or more general partners and one (1)or more limited partners;

 

(viii) "Partner" means a limited or general partner;

 

(ix) "Partnership agreement" means any validagreement, written or oral, of the partners as to the affairs of a limitedpartnership and the conduct of its business;

 

(x) "Partnership interest" means a partner's share ofthe profits and losses of a limited partnership and the right to receive distributionsof partnership assets;

 

(xi) "Person" means a natural person, partnership,limited partnership (domestic or foreign), limited liability company, trust,estate, association or corporation;

 

(xii) "State" means a state, territory or possession ofthe United States, the District of Columbia, or the Commonwealth of PuertoRico;

 

(xiii) "Certificate of continuance" means thecertificate issued under the provisions of this act to continue a foreignlimited partnership in this state;

 

(xiv) "Foreign limited liability limited partnership"means a foreign limited partnership whose general partners have limitedliability for the obligations of the foreign limited partnership under aprovision similar to W.S. 17-14-503;

 

(xv) "Limited liability limited partnership", exceptin the phrase "foreign limited liability limited partnership" means alimited partnership whose certificate of limited partnership states that thelimited partnership is a limited liability limited partnership;

 

(xvi) "This act" means W.S. 17-14-201 through17-14-1104.

 

17-14-203. Name.

 

 

(a) The name of each limited partnership as set forth in itscertificate of limited partnership:

 

(i) Shall contain without abbreviation the words "limitedpartnership";

 

(ii) Shall not contain the name of a limited partner unless:

 

(A) It is also the name of a general partner or the corporatename of a corporate general partner; or

 

(B) The business of the limited partnership had been carried onunder that name before the admission of that limited partner.

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) Shall not be the same as, or deceptively similar to, anytrademark or service mark registered in this state and shall be distinguishableupon the records of the secretary of state from other business names asprovided in W.S. 17-16-401.

 

17-14-204. Reservation of name.

 

 

(a) The exclusive right to the use of a name may be reservedby:

 

(i) Any person intending to organize a limited partnershipunder this act and to adopt that name;

 

(ii) Any domestic limited partnership or any foreign limitedpartnership registered in this state which, in either case, intends to adoptthat name;

 

(iii) Any foreign limited partnership intending to register inthis state and adopt that name; and

 

(iv) Any person intending to organize a foreign limitedpartnership and intending to have it registered in this state and adopt thatname.

 

(b) The reservation shall be made by filing with the secretaryof state an application, executed by the applicant, to reserve a specifiedname. If the secretary of state finds that the name is available for use by adomestic or foreign limited partnership, he shall reserve the name for theexclusive use of the applicant for a period of one hundred twenty (120) days.The reservation of a name is not renewable. The right to the exclusive use of areserved name may be transferred to any other person by filing in the office ofthe secretary of state a notice of the transfer, executed by the applicant forwhom the name was reserved and specifying the name and address of thetransferee.

 

17-14-205. Specified office and agent.

 

(a) Each limited partnership shall continuously maintain inthis state:

 

(i) An office, which may but need not be a place of itsbusiness in this state, at which shall be kept the records required by W.S.17-14-206 to be maintained; and

 

(ii) A registered agent for service of process on the limitedpartnership as provided in W.S. 17-28-101 through 17-28-111.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all limited partnerships.

 

17-14-206. Records to be kept.

 

(a) Each limited partnership shall keep at the office referredto in W.S. 17-14-205 the following:

 

(i) A current list of the full name and last known businessaddress of each partner separately identifying in alphabetical order thegeneral partners and the limited partners;

 

(ii) A copy of the certificate of limited partnership and allcertificates of amendment thereto, and any application for and certificate ofcontinuance, together with executed copies of any powers of attorney pursuantto which any certificate or application has been executed;

 

(iii) Copies of the limited partnership's federal, state andlocal income tax returns and reports, if any, for the three (3) most recentyears;

 

(iv) Copies of any then effective written partnership agreementsand of any financial statements of the limited partnership for the three (3)most recent years; and

 

(v) Unless contained in a written partnership agreement, awriting setting out:

 

(A) The amount of cash and a description and statement of theagreed value of the other property or services contributed by each partner andwhich each partner has agreed to contribute;

 

(B) The times at which or events on the happening of which anyadditional contributions agreed to be made by each partner are to be made;

 

(C) Any right of a partner to receive, or of a general partnerto make, distributions to a partner which include a return of all or any partof the partner's contribution; and

 

(D) Any events upon the happening of which the limitedpartnership is to be dissolved and its affairs wound up.

 

(b) Records kept under this section are subject to inspectionand copying at the reasonable request, and at the expense, of any partnerduring ordinary business hours.

 

17-14-207. Nature of business.

 

Alimited partnership may carry on any business that a partnership withoutlimited partners may carry on except banking or acting as an insurer as definedin W.S. 26-1-102(a)(xvi).

 

17-14-208. Business transactions of partner with partnership.

 

Exceptas provided in the partnership agreement, a partner may lend money to andtransact other business with the limited partnership and, subject to otherapplicable law, has the same rights and obligations with respect thereto as aperson who is not a partner.

 

17-14-209. Fees.

 

(a) The secretary of state shall charge and collect thefollowing fees:

 

(i) For filing a certificate of limited partnership, for anapplication for a certificate of continuance or for registering a foreignlimited partnership, a fee of one hundred dollars ($100.00);

 

(ii) For filing a certificate of amendment or cancellation, orfor filing a reservation of name, fifty dollars ($50.00).

 

(iii) Repealed By Laws 2000, Ch. 35, 2.

 

(iv) Repealed By Laws 2000, Ch. 35, 2.

 

(b) In addition to the fees provided under subsection (a) ofthis section, each limited partnership or foreign limited partnership shallcomply with and pay the fees provided by W.S. 17-16-1630(a) through (e) as ifit were a corporation.

 

(c) Any limited partnership or foreign limited partnershipfailing to comply with subsection (b) of this section may be dissolved or itsfranchise revoked by the secretary of state as if it were a corporation.

 

(d) Notwithstanding any other provisions of this section, anyWyoming limited partnership dissolved or whose franchise is revoked undersubsection (c) of this section may be reinstated as provided in W.S. 17-14-905.

 

ARTICLE 3 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP

 

17-14-301. Certificate of limited partnership.

 

(a) In order to form a limited partnership a certificate oflimited partnership shall be executed and filed in the office of the secretaryof state. The certificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

(iii) The address of the office and the name and address of theagent for service of process required to be maintained by W.S. 17-14-205;

 

(iv) The name and the business address of each general partner;

 

(v) The amount of cash and a description and statement of theagreed value of the other property or services contributed or to be contributedin the future;

 

(vi) Repealed by Laws 1995, ch. 45, 2.

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) Repealed by Laws 1995, ch. 45, 2.

 

(ix) Repealed by Laws 1995, ch. 45, 2.

 

(x) Repealed by Laws 1995, ch. 45, 2.

 

(xi) Repealed by Laws 1995, ch. 45, 2.

 

(xii) Repealed by Laws 1995, ch. 45, 2.

 

(xiii) The latest date upon which the limited partnership is todissolve;

 

(xiv) Whether the limited partnership is a limited liabilitylimited partnership; and

 

(xv) Any other matters the partners determine to includetherein.

 

(b) A limited partnership is formed at the time of the filingof the certificate of limited partnership in the office of the secretary ofstate or at any later time specified in the certificate of limited partnershipif, in either case, there has been substantial compliance with the requirementsof this section.

 

17-14-302. Amendment of certificate.

 

(a) A certificate of limited partnership is amended by filing acertificate of amendment thereto in the office of the secretary of state. Thecertificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing the certificate; and

 

(iii) The amendment to the certificate.

 

(b) Within thirty (30) days after the occurrence of any of thefollowing events and except as provided by subsection (f) of this section, anamendment to a certificate of limited partnership reflecting the occurrence ofthe event shall be filed:

 

(i) Repealed by Laws 1995, ch. 45, 2.

 

(ii) The admission of a new general partner;

 

(iii) The withdrawal of a general partner; or

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) The election of all the partners to become a limitedliability limited partnership.

 

(c) A general partner who becomes aware that any statement in acertificate of limited partnership was false when made or that any arrangementsor other facts described have changed, making the certificate inaccurate in anyrespect, shall promptly amend the certificate.

 

(d) A certificate of limited partnership may be amended at anytime for any other proper purpose the general partners determine.

 

(e) A person is not liable because an amendment to acertificate of limited partnership has not been filed to reflect the occurrenceof any event referred to in subsection (b) of this section if the amendment isfiled within the periods [period] specified in subsection (b) or (f) of thissection, whichever applies.

 

(f) An amendment to a certificate of limited partnershipreflecting the occurrence of any event specified by subsection (b) of thissection for a partnership comprised of ten (10) partners or less, who arenatural persons, may be filed annually instead of within the thirty (30) dayperiod prescribed by subsection (b) of this section. The amendment certificateshall reflect all events specified by subsection (b) of this section whichoccurred during the calendar year and shall be filed in the office of thesecretary of state no later than January 31 of the year following the year forwhich the amendment certificate applies.

 

(g) A restated certificate of limited partnership may beexecuted and filed in the same manner as a certificate of amendment.

 

17-14-303. Cancellation of certificate.

 

 

(a) A certificate of limited partnership shall be cancelledupon the dissolution and the commencement of winding up of the partnership orat any other time there are no limited partners. A certificate of cancellationshall be filed in the office of the secretary of state and set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing of its certificate of limitedpartnership;

 

(iii) The reason for filing the certificate of cancellation;

 

(iv) The effective date (which shall be a date certain) ofcancellation if it is not to be effective upon the filing of the certificate;and

 

(v) Any other information the general partners filing thecertificate determine.

 

17-14-304. Execution of certificates.

 

 

(a) Each certificate required by this article to be filed inthe office of the secretary of state shall be executed in the following manner:

 

(i) An original certificate of limited partnership shall besigned by all general partners;

 

(ii) A certificate of amendment shall be signed by at least one(1) general partner and by each other general partner designated in thecertificate as a new general partner; and

 

(iii) A certificate of cancellation shall be signed by allgeneral partners.

 

(b) Any person may sign a certificate by an attorney-in-fact,but a power of attorney to sign a certificate relating to the admission of ageneral partner shall specifically describe the admission.

 

(c) The execution of a certificate by a general partnerconstitutes an affirmation under the penalties of perjury that the facts statedtherein are true.

 

17-14-305. Execution by judicial act.

 

Ifa person required by W.S. 17-14-304 to execute any certificate fails or refusesto do so, any other person who is adversely affected by the failure or refusal,may petition the district court to direct the execution of the certificate. Ifthe court finds that it is proper for the certificate to be executed and thatany person so designated has failed or refused to execute the certificate, itshall order the secretary of state to record an appropriate certificate.

 

17-14-306. Filing in office of secretary of state.

 

 

(a) Two (2) signed copies of the certificate of limitedpartnership and of any certificates of amendment or cancellation (or of anyjudicial decree of amendment or cancellation) shall be delivered to thesecretary of state. A person who executes a certificate as an agent orfiduciary need not exhibit evidence of his authority as a prerequisite tofiling. Unless the secretary of state finds that any certificate does notconform to law, upon receipt of all filing fees required by law he shall:

 

(i) Endorse on each duplicate original the word"Filed" and the day, month and year of the filing thereof;

 

(ii) File one (1) duplicate original in his office; and

 

(iii) Return the other duplicate original to the person who filedit or his representative.

 

(b) Upon the filing of a certificate of amendment (or judicialdecree of amendment) in the office of the secretary of state, the certificateof limited partnership shall be amended as set forth therein, and upon theeffective date of a certificate of cancellation (or a judicial decree thereof),the certificate of limited partnership is cancelled.

 

17-14-307. Liability for false statement in certificate.

 

 

(a) If any certificate of limited partnership or certificate ofamendment or cancellation contains a false statement, one who suffers loss byreliance on the statement may recover damages for the loss from:

 

(i) Any person who executes the certificate, or causes anotherto execute it on his behalf, and knew, and any general partner who knew orshould have known, the statement to be false at the time the certificate wasexecuted; and

 

(ii) Any general partner who thereafter knows or should haveknown that any arrangement or other fact described in the certificate haschanged, making the statement inaccurate in any respect within a sufficienttime before the statement was relied upon reasonably to have enabled thatgeneral partner to cancel or amend the certificate, or to file a petition forits cancellation or amendment under W.S. 17-14-305.

 

17-14-308. Scope of notice.

 

Thefact that a certificate of limited partnership is on file in the office of thesecretary of state is notice that the partnership is a limited partnership andthe persons designated therein as general partners are general partners, but itis not notice of any other fact.

 

17-14-309. Delivery of certificates to limited partners.

 

Uponthe return by the secretary of state pursuant to W.S. 17-14-306 of acertificate marked "Filed", the general partners shall promptlydeliver or mail a copy of the certificate of limited partnership and eachcertificate to each limited partner unless the partnership agreement providesotherwise.

 

ARTICLE 4 - LIMITED PARTNERS

 

17-14-401. 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 limitedpartnership for becoming a limited partner.

 

(b) Repealed by Laws 1995, ch. 45, 2.

 

(c) After the limited partnership is formed, a person may beadmitted as an additional limited partner:

 

(i) In the case of a person acquiring a partnership interestdirectly from the limited partnership, upon the compliance with the partnershipagreement or, if the partnership agreement does not so provide, upon thewritten consent of all partners; and

 

(ii) In the case of an assignee of a partnership interest of apartner who has the power, as provided in W.S. 17-14-804, to grant the assigneethe right to become a limited partner, upon the exercise of that power andcompliance with any conditions limiting the grant or exercise of the power.

 

17-14-402. Voting.

 

Subjectto W.S. 17-14-403, the partnership agreement may grant to all or a specifiedgroup of the limited partners the right to vote (on a per capita or otherbasis) upon any matter.

 

17-14-403. Liability to third parties.

 

 

(a) Except as provided in subsection (d) of this section, alimited partner is not liable for the obligations of a limited partnershipunless he is also a general partner or, in addition to the exercise of hisrights and powers as a limited partner, he participates in the control of thebusiness. However, if the limited partner participates in the control of thebusiness, he is liable only to persons who transact business with the limitedpartnership with actual knowledge of his participation in control.

 

(b) A limited partner does not participate in the control ofthe business within the meaning of subsection (a) of this section solely bydoing one (1) or more of the following:

 

(i) Being a contractor for or an agent or employee of thelimited partnership or of a general partner or being an officer, director orshareholder of a general partner that is a corporation;

 

(ii) Consulting with and advising a general partner with respectto the business of the limited partnership;

 

(iii) Acting as surety for the limited partnership orguaranteeing or assuming one (1) or more specific obligations of the limitedpartnership;

 

(iv) Taking any action required or permitted by law to bring orpursue a derivative action in the right of the limited partnership;

 

(v) Requesting or attending a meeting of partners;

 

(vi) Proposing, approving or disapproving, by voting orotherwise, one (1) or more of the following matters:

 

(A) The dissolution and winding up of the limited partnership;

 

(B) The sale, exchange, lease, mortgage, pledge or othertransfer of all or substantially all of the assets of the limited partnership;

 

(C) The incurrence of indebtedness by the limited partnershipother than in the ordinary course of its business;

 

(D) A change in the nature of the business;

 

(E) The admission or removal of a general partner;

 

(F) The admission or removal of a limited partner;

 

(G) A transaction involving an actual or potential conflict ofinterest between a general partner and the limited partners;

 

(H) An amendment to the partnership agreement or certificate oflimited partnership; or

 

(J) Matters related to the business of the limited partnershipnot otherwise enumerated in this subsection which the partnership agreementstates in writing may be subject to the approval or disapproval of limitedpartners.

 

(vii) Winding up the limited partnership pursuant to W.S.17-14-903; or

 

(viii) Exercising any right or power permitted to limited partnersunder this act and not specifically enumerated in this subsection.

 

(c) The enumeration in subsection (b) of this section does notmean that the possession or exercise of any other powers by a limited partnerconstitutes participation by him in the business of the limited partnership.

 

(d) A limited partner who knowingly permits his name to be usedin the name of the limited partnership, except under circumstances permitted byW.S. 17-14-203(a)(ii)(A), is liable to creditors who extend credit to thelimited partnership without actual knowledge that the limited partner is not ageneral partner.

 

17-14-404. Person erroneously believing himself limited partner.

 

 

(a) Except as provided in subsection (b) of this section, aperson who makes a contribution to a business enterprise and erroneously but ingood faith believes that he has become a limited partner in the enterprise isnot a general partner in the enterprise and is not bound by its obligations byreason of making the contribution, receiving distributions from the enterprise,or exercising any rights of a limited partner, if, on ascertaining the mistake,he:

 

(i) Causes an appropriate certificate of limited partnership ora certificate of amendment to be executed and filed; or

 

(ii) Withdraws from future equity participation in theenterprise.

 

(b) A person who makes a contribution of the kind described insubsection (a) of this section is liable as a general partner to any thirdparty who transacts business with the enterprise:

 

(i) Before the person withdraws and an appropriate certificateis filed to show withdrawal; or

 

(ii) Before an appropriate certificate is filed to show that heis not a general partner, but in either case only if the third party actuallybelieved in good faith that the person was a general partner at the time of thetransaction.

 

17-14-405. Information.

 

 

(a) Each limited partner has the right to:

 

(i) Inspect and copy any of the partnership records required tobe maintained by W.S. 17-14-206; and

 

(ii) Obtain from the general partners from time to time uponreasonable demand:

 

(A) True and full information regarding the state of thebusiness and financial condition of the limited partnership;

 

(B) Promptly after becoming available, a copy of the limitedpartnership's federal, state and local income tax returns for each year; and

 

(C) Other information regarding the affairs of the limitedpartnership as is just and reasonable.

 

ARTICLE 5 - GENERAL PARTNERS

 

17-14-501. Admission of additional general partners.

 

Afterthe filing of a limited partnership's original certificate of limitedpartnership, additional general partners may be admitted as provided in writingin the partnership agreement or, if the partnership agreement does not providein writing for the admission of additional general partners, with the writtenconsent of all partners.

 

17-14-502. Events of withdrawal.

 

 

(a) Except as approved by the specific written consent of allpartners at the time, a person ceases to be a general partner of a limitedpartnership upon the happening of any of the following events:

 

(i) The general partner withdraws from the limited partnershipas provided in W.S. 17-14-702;

 

(ii) The general partner ceases to be a member of the limitedpartnership as provided in W.S. 17-14-802;

 

(iii) The general partner is removed as a general partner inaccordance with the partnership agreement;

 

(iv) Unless otherwise provided in writing in the partnershipagreement, the general partner:

 

(A) Makes an assignment for the benefit of creditors;

 

(B) Files a voluntary petition in bankruptcy;

 

(C) Is adjudicated as bankrupt or insolvent;

 

(D) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under any statute, law or regulation;

 

(E) Files an answer or other pleading admitting or failing tocontest the material allegations of a petition filed against him in anyproceeding of this nature; or

 

(F) Seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the general partner or of all or anysubstantial part of his properties.

 

(v) Unless otherwise provided in writing in the partnership agreement,one hundred twenty (120) days after the commencement of any proceeding againstthe general partner seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, lawor regulation, the proceeding has not been dismissed, or if within ninety (90)days after the appointment without his consent or acquiescence of a trustee,receiver or liquidator of the general partner or of all or any substantial partof his properties, the appointment is not vacated or stayed or within ninety(90) days after the expiration of any such stay, the appointment is notvacated;

 

(vi) In the case of a general partner who is a natural person:

 

(A) His death; or

 

(B) The entry by a court of competent jurisdiction adjudicatinghim incompetent to manage his person or his estate.

 

(vii) In the case of a general partner who is acting as a generalpartner by virtue of being a trustee of a trust, the termination of the trust(but not merely the substitution of a new trustee);

 

(viii) In the case of a general partner that is a separatepartnership, the dissolution and commencement of winding up of the separatepartnership;

 

(ix) In the case of a general partner that is a corporation, thefiling of a certificate of dissolution, or its equivalent, for the corporationor the revocation of its charter; or

 

(x) In the case of an estate, the distribution by the fiduciaryof the estate's entire interest in the partnership.

 

17-14-503. 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 limitedpartnership has the rights and powers and is subject to the restrictions andliabilities of a partner in a partnership without limited partners.

 

(b) A person that becomes a general partner of an existinglimited partnership is not personally liable for an obligation of a limitedpartnership incurred before the person became a partner.

 

(c) An obligation of a limited partnership incurred while thelimited partnership is a limited liability limited partnership, whether arisingin contract, tort or otherwise, is solely the obligation of the limitedpartnership. A general partner is not personally liable, directly orindirectly, by way of contribution or otherwise, for such an obligation solelyby reason of being or acting as a general partner of a limited liabilitylimited partnership. This subsection applies despite anything inconsistent inthe partnership agreement that existed immediately before the election by allthe partners to become a limited liability limited partnership. For purposesof this section, the obligation of a limited partnership under contract isdeemed to arise at the time the limited partnership entered into the contract.

 

17-14-504. Contributions by, and distributions to, general partner.

 

Ageneral partner of a limited partnership may make contributions to thepartnership and share in the profits and losses of, and in the distributions from,the limited partnership as a general partner. A general partner also may makecontributions to and share in profits, losses and distributions as a limitedpartner. A person who is both a general partner and a limited partner has therights and powers, and is subject to the restrictions and liabilities, of ageneral partner and, except as provided in the partnership agreement, also hasthe powers, and is subject to the restrictions, of a limited partner to theextent of his participation in the partnership as a limited partner.

 

17-14-505. Voting.

 

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

 

ARTICLE 6 - FINANCE

 

17-14-601. Form of contribution.

 

Thecontribution of a partner may be in cash, property or services rendered, or apromissory note or other obligation to contribute cash or property or toperform services.

 

17-14-602. Liability for contribution.

 

 

(a) A promise by a limited partner to contribute to the limitedpartnership is not enforceable unless set out in a writing signed by thelimited partner.

 

(b) Except as provided in the partnership agreement, a partneris obligated to the limited partnership to perform any enforceable promise tocontribute cash or property or to perform services, even if he is unable toperform because of death, disability or any other reason. If a partner does notmake the required contribution of property or services, he is obligated at theoption of the limited partnership to contribute cash equal to that portion ofthe value (as stated in the partnership records required to be kept pursuant toW.S. 17-14-206) of the stated contribution that has not been made.

 

(c) Unless otherwise provided in the partnership agreement, theobligation of a partner to make a contribution or return money or otherproperty paid or distributed in violation of this act may be compromised onlyby consent of all the partners. Notwithstanding the compromise, a creditor of alimited partnership who extends credit, or otherwise acts in reliance on thatobligation after the partner signs a writing which reflects the obligation, andbefore the amendment or cancellation thereof to reflect the compromise, mayenforce the original obligation.

 

17-14-603. Sharing of profits and losses.

 

Theprofits and losses of a limited partnership shall be allocated among thepartners, and among classes of partners, in the manner provided in writing inthe partnership agreement. If the partnership agreement does not so provide inwriting, profits and losses shall be allocated on the basis of the value (asstated in the partnership records required to be kept pursuant to W.S.17-14-206) of the contributions made by each partner to the extent they havebeen received by the partnership and have not been returned.

 

17-14-604. Sharing of distributions.

 

Distributionsof 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 thepartnership agreement. If the partnership agreement does not so provide inwriting, distributions shall be made on the basis of the value (as stated inthe partnership records required to be kept pursuant to W.S. 17-14-206) of thecontributions made by each partner to the extent they have been received by thepartnership and have not been returned.

 

ARTICLE 7 - DISTRIBUTIONS AND WITHDRAWAL

 

17-14-701. Interim distributions.

 

 

(a) Except as provided in this article, a partner is entitledto receive distributions from a limited partnership before his withdrawal fromthe limited partnership and before the dissolution and winding up thereof tothe extent and at the times or upon the happening of the events specified inthe partnership agreement.

 

(i) Amended into (a) by Laws 1995, ch. 45, 1.

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

17-14-702. Withdrawal of general partner.

 

Ageneral partner may withdraw from a limited partnership at any time by givingwritten notice to the other partners, but if the withdrawal violates thepartnership agreement, the limited partnership may recover from the withdrawinggeneral partner damages for breach of the partnership agreement and offset thedamages against the amount otherwise distributable to him.

 

17-14-703. Withdrawal of limited partner.

 

(a) A limited partner may withdraw from a limited partnershipat the time or upon the happening of events specified in writing in thepartnership agreement. If the agreement does not specify in writing the time orthe events upon the happening of which a limited partner may withdraw or adefinite time for the dissolution and winding up of the limited partnership, alimited partner may withdraw upon not less than six (6) months prior writtennotice to each general partner at his address on the books of the limitedpartnership at its office in this state. The provisions of this subsectionshall apply to limited partnerships formed under this act prior to July 1,1999, unless the limited partnership properly adopts the provisions ofsubsection (b) of this section.

 

(b) A limited partner may only withdraw from a limitedpartnership at the time or upon the happening of events specified in writing inthe partnership agreement. This subsection applies to limited partnershipsformed under this act on or after July 1, 1999. A limited partnership formedunder this act prior to July 1, 1999, may adopt the provisions of thissubsection by filing a certificate of amendment with the secretary of stateafter July 1, 1999 that expressly refers to and adopts this subsection.

 

17-14-704. Distribution upon withdrawal.

 

Exceptas provided in this article, upon withdrawal any withdrawing partner isentitled to receive any distribution to which he is entitled under thepartnership agreement and, if not otherwise provided in the agreement, he isentitled to receive, within a reasonable time after withdrawal, the fair valueof his interest in the limited partnership as of the date of withdrawal basedupon his right to share in distributions from the limited partnership.

 

17-14-705. Distribution in kind.

 

Exceptas provided in writing in the partnership agreement, a partner, regardless ofthe nature of his contribution, has no right to demand and receive anydistribution from a limited partnership in any form other than cash. Except asprovided in writing in the partnership agreement, a partner may not becompelled to accept a distribution of any asset in kind from a limitedpartnership to the extent that the percentage of the asset distributed to himexceeds a percentage of that asset which is equal to the percentage in which heshares in distributions from the limited partnership.

 

17-14-706. Right to distribution.

 

Atthe time a partner becomes entitled to receive a distribution, he has thestatus of, and is entitled to all remedies available to, a creditor of thelimited partnership with respect to the distribution.

 

17-14-707. Limitations on distribution.

 

Apartner may not receive a distribution from a limited partnership to the extentthat, after giving effect to the distribution, all liabilities of the limitedpartnership, other than liabilities to partners on account of their partnershipinterests, exceed the fair value of the partnership assets.

 

17-14-708. Liability upon return of contribution.

 

 

(a) If a partner has received the return of any part of hiscontribution without violation of the partnership agreement or this act, he isliable to the limited partnership for a period of one (1) year thereafter forthe amount of the returned contribution, but only to the extent necessary todischarge the limited partnership's liabilities to creditors who extendedcredit to the limited partnership during the period the contribution was heldby the partnership.

 

(b) If a partner has received the return of any part of hiscontribution in violation of the partnership agreement or this act, he isliable to the limited partnership for a period of six (6) years thereafter forthe amount of the contribution wrongfully returned.

 

(c) A partner receives a return of his contribution to theextent that a distribution to him reduces his share of the fair value of thenet assets of the limited partnership below the value (as set forth in thepartnership records required to be kept pursuant to W.S. 17-14-206) of hiscontribution which has not been distributed to him.

 

ARTICLE 8 - ASSIGNMENT OF PARTNERSHIP INTERESTS

 

17-14-801. Nature of partnership interest.

 

Apartnership interest is personal property.

 

17-14-802. Assignment of partnership interest.

 

Exceptas provided in the partnership agreement, a partnership interest is assignablein whole or in part. An assignment of a partnership interest does not dissolvea limited partnership or entitle the assignee to become or to exercise anyrights of a partner. An assignment entitles the assignee to receive, to theextent assigned, only the distribution to which the assignor would be entitled.Except as provided in the partnership agreement, a partner ceases to be apartner upon assignment of all his partnership interest.

 

17-14-803. Rights of creditor.

 

Onapplication to a court of competent jurisdiction by any judgment creditor of apartner, the court may charge the partnership interest of the partner withpayment of the unsatisfied amount of the judgment with interest. To the extentso charged, the judgment creditor has only the rights of an assignee of thepartnership interest. This act does not deprive any partner of the benefit ofany exemption laws applicable to his partnership interest.

 

17-14-804. Right of assignee to become limited partner.

 

 

(a) An assignee of a partnership interest, including anassignee of a general partner, may become a limited partner if and to the extentthat:

 

(i) The assignor gives the assignee that right in accordancewith authority described in the partnership agreement; or

 

(ii) All other partners consent.

 

(b) An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to the restrictions andliabilities, of a limited partner under the partnership agreement and this act.An assignee who becomes a limited partner also is liable for the obligations ofhis assignor to make and return contributions as provided in articles 6 and 7.However, the assignee is not obligated for liabilities unknown to the assigneeat the time he became a limited partner.

 

(c) If an assignee of a partnership interest becomes a limitedpartner, the assignor is not released from his liability to the limitedpartnership under W.S. 17-14-307 and 17-14-602.

 

17-14-805. Deceased or incompetent partner; dissolved or terminatedpartner.

 

Ifa partner who is an individual dies or a court of competent jurisdictionadjudges him to be incompetent to manage his person or his property, thepartner's executor, administrator, guardian, conservator or other legalrepresentative may exercise all the partner's rights for the purpose ofsettling his estate or administering his property, including any power thepartner had to give an assignee the right to become a limited partner. If apartner is a corporation, trust or other entity and is dissolved or terminated,the powers of that partner may be exercised by its legal representative orsuccessor.

 

ARTICLE 9 - DISSOLUTION

 

17-14-901. Nonjudicial dissolution.

 

(a) A limited partnership is dissolved and its affairs shall bewound up upon the happening of the first to occur of the following:

 

(i) At the time specified in the certificate of limitedpartnership;

 

(ii) Upon the happening of events specified in writing in thepartnership agreement;

 

(iii) Written consent of all partners;

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) Entry of a decree of judicial dissolution under W.S.17-14-902;

 

(vi) A vote to dissolve by all of the limited partners, or anumber or percentage of limited partners specified in the partnershipagreement, within ninety (90) days after an event of withdrawal of the lastremaining general partner; or

 

(vii) The failure of the limited partners to admit or appointanother general partner within ninety (90) days after an event of withdrawal ofthe last remaining general partner.

 

17-14-902. Judicial dissolution.

 

Onapplication by or for a partner the district court may decree dissolution of alimited partnership whenever it is not reasonably practicable to carry on thebusiness in conformity with the partnership agreement.

 

17-14-903. Winding up.

 

Exceptas provided in the partnership agreement, the general partners who have notwrongfully dissolved a limited partnership or, if none, the limited partners,may wind up the limited partnership's affairs; but the district court may windup the limited partnership's affairs upon application of any partner, his legalrepresentative, or assignee.

 

17-14-904. Distribution of assets.

 

 

(a) Upon the winding up of a limited partnership, the assetsshall be distributed as follows:

 

(i) To creditors, including partners who are creditors, to theextent permitted by law, in satisfaction of liabilities of the limitedpartnership other than liabilities for distributions to partners under W.S.17-14-701 or 17-14-704;

 

(ii) Except as provided in the partnership agreement, topartners and former partners in satisfaction of liabilities for distributionsunder W.S. 17-14-701 or 17-14-704; and

 

(iii) Except as provided in the partnership agreement, topartners first for the return of their contributions and secondly respectingtheir partnership interests, in the proportions in which the partners share indistributions.

 

17-14-905. Reinstatement following administrative dissolution.

 

(a) A Wyoming limited partnership administratively dissolvedfor failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretaryof state for reinstatement within two (2) years after the effective date ofdissolution. The application shall recite the name of the domestic limitedpartnership and the effective date of its administrative dissolution.

 

(b) A domestic limited partnership applying for reinstatementpursuant to subsection (a) of this section shall include payment of fees andtaxes then delinquent and a reinstatement certificate fee prescribed by thesecretary of state by rule.

 

(c) If the secretary of state determines that the applicationcontains the information required by subsection (a) of this section, that theinformation is correct and the application contains the fees and taxes requiredby subsection (b) of this section, he shall cancel the certificate of dissolutionand prepare a certificate of reinstatement that recites his determination andthe effective date of reinstatement, file the original of the certificate andreturn a copy to the domestic limited partnership.

 

(d) When the reinstatement is effective, it relates back andtakes effect as of the effective date of the administrative dissolutionpursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying onits business as if the administrative dissolution had never occurred.

 

(e) The domestic limited partnership shall retain itsregistered name during the two (2) year reinstatement period.

 

ARTICLE 10 - FOREIGN LIMITED PARTNERSHIPS

 

17-14-1001. Law governing.

 

(a) Subject to the constitution of this state:

 

(i) The laws of the state under which a foreign limitedpartnership is organized govern its organization and internal affairs and theliability of its limited partners, unless the partnership has been issued acertificate of continuance pursuant to this article; and

 

(ii) A foreign limited partnership shall not be deniedregistration by reason of any difference between the laws of the state underwhich it was organized and the laws of this state.

 

17-14-1002. Registration.

 

(a) Before transacting business in this state, a foreignlimited partnership shall register with the secretary of state. In order toregister, a foreign limited partnership shall submit to the secretary of state,in duplicate, an application for registration as a foreign limited partnership,signed by a general partner and setting forth:

 

(i) The name of the foreign limited partnership and, ifdifferent, the name under which it proposes to register and transact businessin this state;

 

(ii) The state and date of its formation;

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) The name and address of any agent for service of process onthe foreign limited partnership whom the foreign limited partnership elects toappoint; the agent shall be an individual resident of this state, a domesticcorporation or a foreign corporation having a place of business in, andauthorized to do business in, this state;

 

(v) A statement that the secretary of state is appointed theagent of the foreign limited partnership for service of process if no agent hasbeen appointed under paragraph (a)(iv) of this section or, if appointed, theagent's authority has been revoked or if the agent cannot be found or servedwith the exercise of reasonable diligence;

 

(vi) The address of the office required to be maintained in thestate of its organization by the laws of that state or, if not so required, ofthe principal office of the foreign limited partnership;

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) The name and business address of each general partner;

 

(ix) Whether the foreign limited partnership is a foreignlimited liability limited partnership; and

 

(x) The address of the office at which is kept a list of thenames and addresses of the limited partners and their capital contributions,together with an undertaking by the foreign limited partnership to keep thoserecords until the foreign limited partnership's registration in this state iscancelled or withdrawn.

 

(b) The foreign limited partnership shall deliver with thecompleted application a certificate of existence, duly authenticated by thesecretary of state or other official having custody of limited partnershiprecords in the state or country under whose laws it is formed, which verifiesthe active existence of the foreign limited partnership.

 

17-14-1003. Issuance of registration.

 

 

(a) If the secretary of state finds that an application forregistration conforms to law and all requisite fees have been paid, he shall:

 

(i) Endorse on the application the word "Filed", andthe month, day and year of the filing thereof;

 

(ii) File in his office a duplicate original of the application;and

 

(iii) Issue a certificate of registration to transact business inthis state.

 

(b) The certificate of registration, together with a duplicateo


State Codes and Statutes

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter14

CHAPTER 14 - LIMITED PARTNERSHIPS

 

ARTICLE 1 - LIMITED PARTNERSHIP ACT OF 1971

 

17-14-101. Repealed by Laws 1979, ch. 153, 3.

 

17-14-102. Repealed by Laws 1979, ch. 153, 3.

 

17-14-103. Repealed by Laws 1979, ch. 153, 3.

 

17-14-104. Repealed by Laws 1979, ch. 153, 3.

 

17-14-105. Repealed by Laws 1979, ch. 153, 3.

 

17-14-106. Repealed by Laws 1979, ch. 153, 3.

 

17-14-107. Repealed by Laws 1979, ch. 153, 3.

 

17-14-108. Repealed by Laws 1979, ch. 153, 3.

 

17-14-109. Repealed by Laws 1979, ch. 153, 3.

 

17-14-110. Repealed by Laws 1979, ch. 153, 3.

 

17-14-111. Repealed by Laws 1979, ch. 153, 3.

 

17-14-112. Repealed by Laws 1979, ch. 153, 3.

 

17-14-113. Repealed by Laws 1979, ch. 153, 3.

 

17-14-114. Repealed by Laws 1979, ch. 153, 3.

 

17-14-115. Repealed by Laws 1979, ch. 153, 3.

 

17-14-116. Repealed by Laws 1979, ch. 153, 3.

 

17-14-117. Repealed by Laws 1979, ch. 153, 3.

 

17-14-118. Repealed by Laws 1979, ch. 153, 3.

 

17-14-119. Repealed by Laws 1979, ch. 153, 3.

 

17-14-120. Repealed by Laws 1979, ch. 153, 3.

 

17-14-121. Repealed by Laws 1979, ch. 153, 3.

 

17-14-122. Repealed by Laws 1979, ch. 153, 3.

 

17-14-123. Repealed by Laws 1979, ch. 153, 3.

 

17-14-124. Repealed by Laws 1979, ch. 153, 3.

 

17-14-125. Repealed by Laws 1979, ch. 153, 3.

 

17-14-126. Repealed by Laws 1979, ch. 153, 3.

 

17-14-127. Repealed by Laws 1979, ch. 153, 3.

 

17-14-128. Repealed by Laws 1979, ch. 153, 3.

 

17-14-129. Repealed by Laws 1979, ch. 153, 3.

 

17-14-130. Repealed by Laws 1979, ch. 153, 3.

 

17-14-131. Repealed by Laws 1979, ch. 153, 3.

 

ARTICLE 2 - GENERAL PROVISIONS

 

17-14-201. Short title.

 

Thisact may be cited as the "Uniform Limited Partnership Act".

 

17-14-202. Definitions.

 

(a) As used in this act, unless the context otherwise requires:

 

(i) "Certificate of limited partnership" means thecertificate referred to in W.S. 17-14-301, and the certificate as amended orrestated;

 

(ii) "Contribution" means any cash, property, servicesrendered, or a promissory note or other binding obligation to contribute cashor property or to perform services, which a partner contributes to a limitedpartnership in his capacity as a partner;

 

(iii) "Event of withdrawal of a general partner" meansan event that causes a person to cease to be a general partner as provided inW.S. 17-14-502;

 

(iv) "Foreign limited partnership" means a partnershipformed under the laws of any state other than this state and having as partnersone (1) or more general partners and one (1) or more limited partners;

 

(v) "General partner" means a person who has beenadmitted to a limited partnership as a general partner in accordance with thepartnership agreement and named in the certificate of limited partnership as ageneral partner;

 

(vi) "Limited partner" means a person who has beenadmitted to a limited partnership as a limited partner in accordance with thepartnership agreement;

 

(vii) "Limited partnership" and "domestic limitedpartnership" mean a partnership formed by two (2) or more persons underthe laws of this state and having one (1) or more general partners and one (1)or more limited partners;

 

(viii) "Partner" means a limited or general partner;

 

(ix) "Partnership agreement" means any validagreement, written or oral, of the partners as to the affairs of a limitedpartnership and the conduct of its business;

 

(x) "Partnership interest" means a partner's share ofthe profits and losses of a limited partnership and the right to receive distributionsof partnership assets;

 

(xi) "Person" means a natural person, partnership,limited partnership (domestic or foreign), limited liability company, trust,estate, association or corporation;

 

(xii) "State" means a state, territory or possession ofthe United States, the District of Columbia, or the Commonwealth of PuertoRico;

 

(xiii) "Certificate of continuance" means thecertificate issued under the provisions of this act to continue a foreignlimited partnership in this state;

 

(xiv) "Foreign limited liability limited partnership"means a foreign limited partnership whose general partners have limitedliability for the obligations of the foreign limited partnership under aprovision similar to W.S. 17-14-503;

 

(xv) "Limited liability limited partnership", exceptin the phrase "foreign limited liability limited partnership" means alimited partnership whose certificate of limited partnership states that thelimited partnership is a limited liability limited partnership;

 

(xvi) "This act" means W.S. 17-14-201 through17-14-1104.

 

17-14-203. Name.

 

 

(a) The name of each limited partnership as set forth in itscertificate of limited partnership:

 

(i) Shall contain without abbreviation the words "limitedpartnership";

 

(ii) Shall not contain the name of a limited partner unless:

 

(A) It is also the name of a general partner or the corporatename of a corporate general partner; or

 

(B) The business of the limited partnership had been carried onunder that name before the admission of that limited partner.

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) Shall not be the same as, or deceptively similar to, anytrademark or service mark registered in this state and shall be distinguishableupon the records of the secretary of state from other business names asprovided in W.S. 17-16-401.

 

17-14-204. Reservation of name.

 

 

(a) The exclusive right to the use of a name may be reservedby:

 

(i) Any person intending to organize a limited partnershipunder this act and to adopt that name;

 

(ii) Any domestic limited partnership or any foreign limitedpartnership registered in this state which, in either case, intends to adoptthat name;

 

(iii) Any foreign limited partnership intending to register inthis state and adopt that name; and

 

(iv) Any person intending to organize a foreign limitedpartnership and intending to have it registered in this state and adopt thatname.

 

(b) The reservation shall be made by filing with the secretaryof state an application, executed by the applicant, to reserve a specifiedname. If the secretary of state finds that the name is available for use by adomestic or foreign limited partnership, he shall reserve the name for theexclusive use of the applicant for a period of one hundred twenty (120) days.The reservation of a name is not renewable. The right to the exclusive use of areserved name may be transferred to any other person by filing in the office ofthe secretary of state a notice of the transfer, executed by the applicant forwhom the name was reserved and specifying the name and address of thetransferee.

 

17-14-205. Specified office and agent.

 

(a) Each limited partnership shall continuously maintain inthis state:

 

(i) An office, which may but need not be a place of itsbusiness in this state, at which shall be kept the records required by W.S.17-14-206 to be maintained; and

 

(ii) A registered agent for service of process on the limitedpartnership as provided in W.S. 17-28-101 through 17-28-111.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all limited partnerships.

 

17-14-206. Records to be kept.

 

(a) Each limited partnership shall keep at the office referredto in W.S. 17-14-205 the following:

 

(i) A current list of the full name and last known businessaddress of each partner separately identifying in alphabetical order thegeneral partners and the limited partners;

 

(ii) A copy of the certificate of limited partnership and allcertificates of amendment thereto, and any application for and certificate ofcontinuance, together with executed copies of any powers of attorney pursuantto which any certificate or application has been executed;

 

(iii) Copies of the limited partnership's federal, state andlocal income tax returns and reports, if any, for the three (3) most recentyears;

 

(iv) Copies of any then effective written partnership agreementsand of any financial statements of the limited partnership for the three (3)most recent years; and

 

(v) Unless contained in a written partnership agreement, awriting setting out:

 

(A) The amount of cash and a description and statement of theagreed value of the other property or services contributed by each partner andwhich each partner has agreed to contribute;

 

(B) The times at which or events on the happening of which anyadditional contributions agreed to be made by each partner are to be made;

 

(C) Any right of a partner to receive, or of a general partnerto make, distributions to a partner which include a return of all or any partof the partner's contribution; and

 

(D) Any events upon the happening of which the limitedpartnership is to be dissolved and its affairs wound up.

 

(b) Records kept under this section are subject to inspectionand copying at the reasonable request, and at the expense, of any partnerduring ordinary business hours.

 

17-14-207. Nature of business.

 

Alimited partnership may carry on any business that a partnership withoutlimited partners may carry on except banking or acting as an insurer as definedin W.S. 26-1-102(a)(xvi).

 

17-14-208. Business transactions of partner with partnership.

 

Exceptas provided in the partnership agreement, a partner may lend money to andtransact other business with the limited partnership and, subject to otherapplicable law, has the same rights and obligations with respect thereto as aperson who is not a partner.

 

17-14-209. Fees.

 

(a) The secretary of state shall charge and collect thefollowing fees:

 

(i) For filing a certificate of limited partnership, for anapplication for a certificate of continuance or for registering a foreignlimited partnership, a fee of one hundred dollars ($100.00);

 

(ii) For filing a certificate of amendment or cancellation, orfor filing a reservation of name, fifty dollars ($50.00).

 

(iii) Repealed By Laws 2000, Ch. 35, 2.

 

(iv) Repealed By Laws 2000, Ch. 35, 2.

 

(b) In addition to the fees provided under subsection (a) ofthis section, each limited partnership or foreign limited partnership shallcomply with and pay the fees provided by W.S. 17-16-1630(a) through (e) as ifit were a corporation.

 

(c) Any limited partnership or foreign limited partnershipfailing to comply with subsection (b) of this section may be dissolved or itsfranchise revoked by the secretary of state as if it were a corporation.

 

(d) Notwithstanding any other provisions of this section, anyWyoming limited partnership dissolved or whose franchise is revoked undersubsection (c) of this section may be reinstated as provided in W.S. 17-14-905.

 

ARTICLE 3 - FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP

 

17-14-301. Certificate of limited partnership.

 

(a) In order to form a limited partnership a certificate oflimited partnership shall be executed and filed in the office of the secretaryof state. The certificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

(iii) The address of the office and the name and address of theagent for service of process required to be maintained by W.S. 17-14-205;

 

(iv) The name and the business address of each general partner;

 

(v) The amount of cash and a description and statement of theagreed value of the other property or services contributed or to be contributedin the future;

 

(vi) Repealed by Laws 1995, ch. 45, 2.

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) Repealed by Laws 1995, ch. 45, 2.

 

(ix) Repealed by Laws 1995, ch. 45, 2.

 

(x) Repealed by Laws 1995, ch. 45, 2.

 

(xi) Repealed by Laws 1995, ch. 45, 2.

 

(xii) Repealed by Laws 1995, ch. 45, 2.

 

(xiii) The latest date upon which the limited partnership is todissolve;

 

(xiv) Whether the limited partnership is a limited liabilitylimited partnership; and

 

(xv) Any other matters the partners determine to includetherein.

 

(b) A limited partnership is formed at the time of the filingof the certificate of limited partnership in the office of the secretary ofstate or at any later time specified in the certificate of limited partnershipif, in either case, there has been substantial compliance with the requirementsof this section.

 

17-14-302. Amendment of certificate.

 

(a) A certificate of limited partnership is amended by filing acertificate of amendment thereto in the office of the secretary of state. Thecertificate shall set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing the certificate; and

 

(iii) The amendment to the certificate.

 

(b) Within thirty (30) days after the occurrence of any of thefollowing events and except as provided by subsection (f) of this section, anamendment to a certificate of limited partnership reflecting the occurrence ofthe event shall be filed:

 

(i) Repealed by Laws 1995, ch. 45, 2.

 

(ii) The admission of a new general partner;

 

(iii) The withdrawal of a general partner; or

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) The election of all the partners to become a limitedliability limited partnership.

 

(c) A general partner who becomes aware that any statement in acertificate of limited partnership was false when made or that any arrangementsor other facts described have changed, making the certificate inaccurate in anyrespect, shall promptly amend the certificate.

 

(d) A certificate of limited partnership may be amended at anytime for any other proper purpose the general partners determine.

 

(e) A person is not liable because an amendment to acertificate of limited partnership has not been filed to reflect the occurrenceof any event referred to in subsection (b) of this section if the amendment isfiled within the periods [period] specified in subsection (b) or (f) of thissection, whichever applies.

 

(f) An amendment to a certificate of limited partnershipreflecting the occurrence of any event specified by subsection (b) of thissection for a partnership comprised of ten (10) partners or less, who arenatural persons, may be filed annually instead of within the thirty (30) dayperiod prescribed by subsection (b) of this section. The amendment certificateshall reflect all events specified by subsection (b) of this section whichoccurred during the calendar year and shall be filed in the office of thesecretary of state no later than January 31 of the year following the year forwhich the amendment certificate applies.

 

(g) A restated certificate of limited partnership may beexecuted and filed in the same manner as a certificate of amendment.

 

17-14-303. Cancellation of certificate.

 

 

(a) A certificate of limited partnership shall be cancelledupon the dissolution and the commencement of winding up of the partnership orat any other time there are no limited partners. A certificate of cancellationshall be filed in the office of the secretary of state and set forth:

 

(i) The name of the limited partnership;

 

(ii) The date of filing of its certificate of limitedpartnership;

 

(iii) The reason for filing the certificate of cancellation;

 

(iv) The effective date (which shall be a date certain) ofcancellation if it is not to be effective upon the filing of the certificate;and

 

(v) Any other information the general partners filing thecertificate determine.

 

17-14-304. Execution of certificates.

 

 

(a) Each certificate required by this article to be filed inthe office of the secretary of state shall be executed in the following manner:

 

(i) An original certificate of limited partnership shall besigned by all general partners;

 

(ii) A certificate of amendment shall be signed by at least one(1) general partner and by each other general partner designated in thecertificate as a new general partner; and

 

(iii) A certificate of cancellation shall be signed by allgeneral partners.

 

(b) Any person may sign a certificate by an attorney-in-fact,but a power of attorney to sign a certificate relating to the admission of ageneral partner shall specifically describe the admission.

 

(c) The execution of a certificate by a general partnerconstitutes an affirmation under the penalties of perjury that the facts statedtherein are true.

 

17-14-305. Execution by judicial act.

 

Ifa person required by W.S. 17-14-304 to execute any certificate fails or refusesto do so, any other person who is adversely affected by the failure or refusal,may petition the district court to direct the execution of the certificate. Ifthe court finds that it is proper for the certificate to be executed and thatany person so designated has failed or refused to execute the certificate, itshall order the secretary of state to record an appropriate certificate.

 

17-14-306. Filing in office of secretary of state.

 

 

(a) Two (2) signed copies of the certificate of limitedpartnership and of any certificates of amendment or cancellation (or of anyjudicial decree of amendment or cancellation) shall be delivered to thesecretary of state. A person who executes a certificate as an agent orfiduciary need not exhibit evidence of his authority as a prerequisite tofiling. Unless the secretary of state finds that any certificate does notconform to law, upon receipt of all filing fees required by law he shall:

 

(i) Endorse on each duplicate original the word"Filed" and the day, month and year of the filing thereof;

 

(ii) File one (1) duplicate original in his office; and

 

(iii) Return the other duplicate original to the person who filedit or his representative.

 

(b) Upon the filing of a certificate of amendment (or judicialdecree of amendment) in the office of the secretary of state, the certificateof limited partnership shall be amended as set forth therein, and upon theeffective date of a certificate of cancellation (or a judicial decree thereof),the certificate of limited partnership is cancelled.

 

17-14-307. Liability for false statement in certificate.

 

 

(a) If any certificate of limited partnership or certificate ofamendment or cancellation contains a false statement, one who suffers loss byreliance on the statement may recover damages for the loss from:

 

(i) Any person who executes the certificate, or causes anotherto execute it on his behalf, and knew, and any general partner who knew orshould have known, the statement to be false at the time the certificate wasexecuted; and

 

(ii) Any general partner who thereafter knows or should haveknown that any arrangement or other fact described in the certificate haschanged, making the statement inaccurate in any respect within a sufficienttime before the statement was relied upon reasonably to have enabled thatgeneral partner to cancel or amend the certificate, or to file a petition forits cancellation or amendment under W.S. 17-14-305.

 

17-14-308. Scope of notice.

 

Thefact that a certificate of limited partnership is on file in the office of thesecretary of state is notice that the partnership is a limited partnership andthe persons designated therein as general partners are general partners, but itis not notice of any other fact.

 

17-14-309. Delivery of certificates to limited partners.

 

Uponthe return by the secretary of state pursuant to W.S. 17-14-306 of acertificate marked "Filed", the general partners shall promptlydeliver or mail a copy of the certificate of limited partnership and eachcertificate to each limited partner unless the partnership agreement providesotherwise.

 

ARTICLE 4 - LIMITED PARTNERS

 

17-14-401. 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 limitedpartnership for becoming a limited partner.

 

(b) Repealed by Laws 1995, ch. 45, 2.

 

(c) After the limited partnership is formed, a person may beadmitted as an additional limited partner:

 

(i) In the case of a person acquiring a partnership interestdirectly from the limited partnership, upon the compliance with the partnershipagreement or, if the partnership agreement does not so provide, upon thewritten consent of all partners; and

 

(ii) In the case of an assignee of a partnership interest of apartner who has the power, as provided in W.S. 17-14-804, to grant the assigneethe right to become a limited partner, upon the exercise of that power andcompliance with any conditions limiting the grant or exercise of the power.

 

17-14-402. Voting.

 

Subjectto W.S. 17-14-403, the partnership agreement may grant to all or a specifiedgroup of the limited partners the right to vote (on a per capita or otherbasis) upon any matter.

 

17-14-403. Liability to third parties.

 

 

(a) Except as provided in subsection (d) of this section, alimited partner is not liable for the obligations of a limited partnershipunless he is also a general partner or, in addition to the exercise of hisrights and powers as a limited partner, he participates in the control of thebusiness. However, if the limited partner participates in the control of thebusiness, he is liable only to persons who transact business with the limitedpartnership with actual knowledge of his participation in control.

 

(b) A limited partner does not participate in the control ofthe business within the meaning of subsection (a) of this section solely bydoing one (1) or more of the following:

 

(i) Being a contractor for or an agent or employee of thelimited partnership or of a general partner or being an officer, director orshareholder of a general partner that is a corporation;

 

(ii) Consulting with and advising a general partner with respectto the business of the limited partnership;

 

(iii) Acting as surety for the limited partnership orguaranteeing or assuming one (1) or more specific obligations of the limitedpartnership;

 

(iv) Taking any action required or permitted by law to bring orpursue a derivative action in the right of the limited partnership;

 

(v) Requesting or attending a meeting of partners;

 

(vi) Proposing, approving or disapproving, by voting orotherwise, one (1) or more of the following matters:

 

(A) The dissolution and winding up of the limited partnership;

 

(B) The sale, exchange, lease, mortgage, pledge or othertransfer of all or substantially all of the assets of the limited partnership;

 

(C) The incurrence of indebtedness by the limited partnershipother than in the ordinary course of its business;

 

(D) A change in the nature of the business;

 

(E) The admission or removal of a general partner;

 

(F) The admission or removal of a limited partner;

 

(G) A transaction involving an actual or potential conflict ofinterest between a general partner and the limited partners;

 

(H) An amendment to the partnership agreement or certificate oflimited partnership; or

 

(J) Matters related to the business of the limited partnershipnot otherwise enumerated in this subsection which the partnership agreementstates in writing may be subject to the approval or disapproval of limitedpartners.

 

(vii) Winding up the limited partnership pursuant to W.S.17-14-903; or

 

(viii) Exercising any right or power permitted to limited partnersunder this act and not specifically enumerated in this subsection.

 

(c) The enumeration in subsection (b) of this section does notmean that the possession or exercise of any other powers by a limited partnerconstitutes participation by him in the business of the limited partnership.

 

(d) A limited partner who knowingly permits his name to be usedin the name of the limited partnership, except under circumstances permitted byW.S. 17-14-203(a)(ii)(A), is liable to creditors who extend credit to thelimited partnership without actual knowledge that the limited partner is not ageneral partner.

 

17-14-404. Person erroneously believing himself limited partner.

 

 

(a) Except as provided in subsection (b) of this section, aperson who makes a contribution to a business enterprise and erroneously but ingood faith believes that he has become a limited partner in the enterprise isnot a general partner in the enterprise and is not bound by its obligations byreason of making the contribution, receiving distributions from the enterprise,or exercising any rights of a limited partner, if, on ascertaining the mistake,he:

 

(i) Causes an appropriate certificate of limited partnership ora certificate of amendment to be executed and filed; or

 

(ii) Withdraws from future equity participation in theenterprise.

 

(b) A person who makes a contribution of the kind described insubsection (a) of this section is liable as a general partner to any thirdparty who transacts business with the enterprise:

 

(i) Before the person withdraws and an appropriate certificateis filed to show withdrawal; or

 

(ii) Before an appropriate certificate is filed to show that heis not a general partner, but in either case only if the third party actuallybelieved in good faith that the person was a general partner at the time of thetransaction.

 

17-14-405. Information.

 

 

(a) Each limited partner has the right to:

 

(i) Inspect and copy any of the partnership records required tobe maintained by W.S. 17-14-206; and

 

(ii) Obtain from the general partners from time to time uponreasonable demand:

 

(A) True and full information regarding the state of thebusiness and financial condition of the limited partnership;

 

(B) Promptly after becoming available, a copy of the limitedpartnership's federal, state and local income tax returns for each year; and

 

(C) Other information regarding the affairs of the limitedpartnership as is just and reasonable.

 

ARTICLE 5 - GENERAL PARTNERS

 

17-14-501. Admission of additional general partners.

 

Afterthe filing of a limited partnership's original certificate of limitedpartnership, additional general partners may be admitted as provided in writingin the partnership agreement or, if the partnership agreement does not providein writing for the admission of additional general partners, with the writtenconsent of all partners.

 

17-14-502. Events of withdrawal.

 

 

(a) Except as approved by the specific written consent of allpartners at the time, a person ceases to be a general partner of a limitedpartnership upon the happening of any of the following events:

 

(i) The general partner withdraws from the limited partnershipas provided in W.S. 17-14-702;

 

(ii) The general partner ceases to be a member of the limitedpartnership as provided in W.S. 17-14-802;

 

(iii) The general partner is removed as a general partner inaccordance with the partnership agreement;

 

(iv) Unless otherwise provided in writing in the partnershipagreement, the general partner:

 

(A) Makes an assignment for the benefit of creditors;

 

(B) Files a voluntary petition in bankruptcy;

 

(C) Is adjudicated as bankrupt or insolvent;

 

(D) Files a petition or answer seeking for himself anyreorganization, arrangement, composition, readjustment, liquidation,dissolution or similar relief under any statute, law or regulation;

 

(E) Files an answer or other pleading admitting or failing tocontest the material allegations of a petition filed against him in anyproceeding of this nature; or

 

(F) Seeks, consents to or acquiesces in the appointment of atrustee, receiver or liquidator of the general partner or of all or anysubstantial part of his properties.

 

(v) Unless otherwise provided in writing in the partnership agreement,one hundred twenty (120) days after the commencement of any proceeding againstthe general partner seeking reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar relief under any statute, lawor regulation, the proceeding has not been dismissed, or if within ninety (90)days after the appointment without his consent or acquiescence of a trustee,receiver or liquidator of the general partner or of all or any substantial partof his properties, the appointment is not vacated or stayed or within ninety(90) days after the expiration of any such stay, the appointment is notvacated;

 

(vi) In the case of a general partner who is a natural person:

 

(A) His death; or

 

(B) The entry by a court of competent jurisdiction adjudicatinghim incompetent to manage his person or his estate.

 

(vii) In the case of a general partner who is acting as a generalpartner by virtue of being a trustee of a trust, the termination of the trust(but not merely the substitution of a new trustee);

 

(viii) In the case of a general partner that is a separatepartnership, the dissolution and commencement of winding up of the separatepartnership;

 

(ix) In the case of a general partner that is a corporation, thefiling of a certificate of dissolution, or its equivalent, for the corporationor the revocation of its charter; or

 

(x) In the case of an estate, the distribution by the fiduciaryof the estate's entire interest in the partnership.

 

17-14-503. 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 limitedpartnership has the rights and powers and is subject to the restrictions andliabilities of a partner in a partnership without limited partners.

 

(b) A person that becomes a general partner of an existinglimited partnership is not personally liable for an obligation of a limitedpartnership incurred before the person became a partner.

 

(c) An obligation of a limited partnership incurred while thelimited partnership is a limited liability limited partnership, whether arisingin contract, tort or otherwise, is solely the obligation of the limitedpartnership. A general partner is not personally liable, directly orindirectly, by way of contribution or otherwise, for such an obligation solelyby reason of being or acting as a general partner of a limited liabilitylimited partnership. This subsection applies despite anything inconsistent inthe partnership agreement that existed immediately before the election by allthe partners to become a limited liability limited partnership. For purposesof this section, the obligation of a limited partnership under contract isdeemed to arise at the time the limited partnership entered into the contract.

 

17-14-504. Contributions by, and distributions to, general partner.

 

Ageneral partner of a limited partnership may make contributions to thepartnership and share in the profits and losses of, and in the distributions from,the limited partnership as a general partner. A general partner also may makecontributions to and share in profits, losses and distributions as a limitedpartner. A person who is both a general partner and a limited partner has therights and powers, and is subject to the restrictions and liabilities, of ageneral partner and, except as provided in the partnership agreement, also hasthe powers, and is subject to the restrictions, of a limited partner to theextent of his participation in the partnership as a limited partner.

 

17-14-505. Voting.

 

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

 

ARTICLE 6 - FINANCE

 

17-14-601. Form of contribution.

 

Thecontribution of a partner may be in cash, property or services rendered, or apromissory note or other obligation to contribute cash or property or toperform services.

 

17-14-602. Liability for contribution.

 

 

(a) A promise by a limited partner to contribute to the limitedpartnership is not enforceable unless set out in a writing signed by thelimited partner.

 

(b) Except as provided in the partnership agreement, a partneris obligated to the limited partnership to perform any enforceable promise tocontribute cash or property or to perform services, even if he is unable toperform because of death, disability or any other reason. If a partner does notmake the required contribution of property or services, he is obligated at theoption of the limited partnership to contribute cash equal to that portion ofthe value (as stated in the partnership records required to be kept pursuant toW.S. 17-14-206) of the stated contribution that has not been made.

 

(c) Unless otherwise provided in the partnership agreement, theobligation of a partner to make a contribution or return money or otherproperty paid or distributed in violation of this act may be compromised onlyby consent of all the partners. Notwithstanding the compromise, a creditor of alimited partnership who extends credit, or otherwise acts in reliance on thatobligation after the partner signs a writing which reflects the obligation, andbefore the amendment or cancellation thereof to reflect the compromise, mayenforce the original obligation.

 

17-14-603. Sharing of profits and losses.

 

Theprofits and losses of a limited partnership shall be allocated among thepartners, and among classes of partners, in the manner provided in writing inthe partnership agreement. If the partnership agreement does not so provide inwriting, profits and losses shall be allocated on the basis of the value (asstated in the partnership records required to be kept pursuant to W.S.17-14-206) of the contributions made by each partner to the extent they havebeen received by the partnership and have not been returned.

 

17-14-604. Sharing of distributions.

 

Distributionsof 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 thepartnership agreement. If the partnership agreement does not so provide inwriting, distributions shall be made on the basis of the value (as stated inthe partnership records required to be kept pursuant to W.S. 17-14-206) of thecontributions made by each partner to the extent they have been received by thepartnership and have not been returned.

 

ARTICLE 7 - DISTRIBUTIONS AND WITHDRAWAL

 

17-14-701. Interim distributions.

 

 

(a) Except as provided in this article, a partner is entitledto receive distributions from a limited partnership before his withdrawal fromthe limited partnership and before the dissolution and winding up thereof tothe extent and at the times or upon the happening of the events specified inthe partnership agreement.

 

(i) Amended into (a) by Laws 1995, ch. 45, 1.

 

(ii) Repealed by Laws 1995, ch. 45, 2.

 

17-14-702. Withdrawal of general partner.

 

Ageneral partner may withdraw from a limited partnership at any time by givingwritten notice to the other partners, but if the withdrawal violates thepartnership agreement, the limited partnership may recover from the withdrawinggeneral partner damages for breach of the partnership agreement and offset thedamages against the amount otherwise distributable to him.

 

17-14-703. Withdrawal of limited partner.

 

(a) A limited partner may withdraw from a limited partnershipat the time or upon the happening of events specified in writing in thepartnership agreement. If the agreement does not specify in writing the time orthe events upon the happening of which a limited partner may withdraw or adefinite time for the dissolution and winding up of the limited partnership, alimited partner may withdraw upon not less than six (6) months prior writtennotice to each general partner at his address on the books of the limitedpartnership at its office in this state. The provisions of this subsectionshall apply to limited partnerships formed under this act prior to July 1,1999, unless the limited partnership properly adopts the provisions ofsubsection (b) of this section.

 

(b) A limited partner may only withdraw from a limitedpartnership at the time or upon the happening of events specified in writing inthe partnership agreement. This subsection applies to limited partnershipsformed under this act on or after July 1, 1999. A limited partnership formedunder this act prior to July 1, 1999, may adopt the provisions of thissubsection by filing a certificate of amendment with the secretary of stateafter July 1, 1999 that expressly refers to and adopts this subsection.

 

17-14-704. Distribution upon withdrawal.

 

Exceptas provided in this article, upon withdrawal any withdrawing partner isentitled to receive any distribution to which he is entitled under thepartnership agreement and, if not otherwise provided in the agreement, he isentitled to receive, within a reasonable time after withdrawal, the fair valueof his interest in the limited partnership as of the date of withdrawal basedupon his right to share in distributions from the limited partnership.

 

17-14-705. Distribution in kind.

 

Exceptas provided in writing in the partnership agreement, a partner, regardless ofthe nature of his contribution, has no right to demand and receive anydistribution from a limited partnership in any form other than cash. Except asprovided in writing in the partnership agreement, a partner may not becompelled to accept a distribution of any asset in kind from a limitedpartnership to the extent that the percentage of the asset distributed to himexceeds a percentage of that asset which is equal to the percentage in which heshares in distributions from the limited partnership.

 

17-14-706. Right to distribution.

 

Atthe time a partner becomes entitled to receive a distribution, he has thestatus of, and is entitled to all remedies available to, a creditor of thelimited partnership with respect to the distribution.

 

17-14-707. Limitations on distribution.

 

Apartner may not receive a distribution from a limited partnership to the extentthat, after giving effect to the distribution, all liabilities of the limitedpartnership, other than liabilities to partners on account of their partnershipinterests, exceed the fair value of the partnership assets.

 

17-14-708. Liability upon return of contribution.

 

 

(a) If a partner has received the return of any part of hiscontribution without violation of the partnership agreement or this act, he isliable to the limited partnership for a period of one (1) year thereafter forthe amount of the returned contribution, but only to the extent necessary todischarge the limited partnership's liabilities to creditors who extendedcredit to the limited partnership during the period the contribution was heldby the partnership.

 

(b) If a partner has received the return of any part of hiscontribution in violation of the partnership agreement or this act, he isliable to the limited partnership for a period of six (6) years thereafter forthe amount of the contribution wrongfully returned.

 

(c) A partner receives a return of his contribution to theextent that a distribution to him reduces his share of the fair value of thenet assets of the limited partnership below the value (as set forth in thepartnership records required to be kept pursuant to W.S. 17-14-206) of hiscontribution which has not been distributed to him.

 

ARTICLE 8 - ASSIGNMENT OF PARTNERSHIP INTERESTS

 

17-14-801. Nature of partnership interest.

 

Apartnership interest is personal property.

 

17-14-802. Assignment of partnership interest.

 

Exceptas provided in the partnership agreement, a partnership interest is assignablein whole or in part. An assignment of a partnership interest does not dissolvea limited partnership or entitle the assignee to become or to exercise anyrights of a partner. An assignment entitles the assignee to receive, to theextent assigned, only the distribution to which the assignor would be entitled.Except as provided in the partnership agreement, a partner ceases to be apartner upon assignment of all his partnership interest.

 

17-14-803. Rights of creditor.

 

Onapplication to a court of competent jurisdiction by any judgment creditor of apartner, the court may charge the partnership interest of the partner withpayment of the unsatisfied amount of the judgment with interest. To the extentso charged, the judgment creditor has only the rights of an assignee of thepartnership interest. This act does not deprive any partner of the benefit ofany exemption laws applicable to his partnership interest.

 

17-14-804. Right of assignee to become limited partner.

 

 

(a) An assignee of a partnership interest, including anassignee of a general partner, may become a limited partner if and to the extentthat:

 

(i) The assignor gives the assignee that right in accordancewith authority described in the partnership agreement; or

 

(ii) All other partners consent.

 

(b) An assignee who has become a limited partner has, to theextent assigned, the rights and powers, and is subject to the restrictions andliabilities, of a limited partner under the partnership agreement and this act.An assignee who becomes a limited partner also is liable for the obligations ofhis assignor to make and return contributions as provided in articles 6 and 7.However, the assignee is not obligated for liabilities unknown to the assigneeat the time he became a limited partner.

 

(c) If an assignee of a partnership interest becomes a limitedpartner, the assignor is not released from his liability to the limitedpartnership under W.S. 17-14-307 and 17-14-602.

 

17-14-805. Deceased or incompetent partner; dissolved or terminatedpartner.

 

Ifa partner who is an individual dies or a court of competent jurisdictionadjudges him to be incompetent to manage his person or his property, thepartner's executor, administrator, guardian, conservator or other legalrepresentative may exercise all the partner's rights for the purpose ofsettling his estate or administering his property, including any power thepartner had to give an assignee the right to become a limited partner. If apartner is a corporation, trust or other entity and is dissolved or terminated,the powers of that partner may be exercised by its legal representative orsuccessor.

 

ARTICLE 9 - DISSOLUTION

 

17-14-901. Nonjudicial dissolution.

 

(a) A limited partnership is dissolved and its affairs shall bewound up upon the happening of the first to occur of the following:

 

(i) At the time specified in the certificate of limitedpartnership;

 

(ii) Upon the happening of events specified in writing in thepartnership agreement;

 

(iii) Written consent of all partners;

 

(iv) Repealed By Laws 1999, ch. 145, 2.

 

(v) Entry of a decree of judicial dissolution under W.S.17-14-902;

 

(vi) A vote to dissolve by all of the limited partners, or anumber or percentage of limited partners specified in the partnershipagreement, within ninety (90) days after an event of withdrawal of the lastremaining general partner; or

 

(vii) The failure of the limited partners to admit or appointanother general partner within ninety (90) days after an event of withdrawal ofthe last remaining general partner.

 

17-14-902. Judicial dissolution.

 

Onapplication by or for a partner the district court may decree dissolution of alimited partnership whenever it is not reasonably practicable to carry on thebusiness in conformity with the partnership agreement.

 

17-14-903. Winding up.

 

Exceptas provided in the partnership agreement, the general partners who have notwrongfully dissolved a limited partnership or, if none, the limited partners,may wind up the limited partnership's affairs; but the district court may windup the limited partnership's affairs upon application of any partner, his legalrepresentative, or assignee.

 

17-14-904. Distribution of assets.

 

 

(a) Upon the winding up of a limited partnership, the assetsshall be distributed as follows:

 

(i) To creditors, including partners who are creditors, to theextent permitted by law, in satisfaction of liabilities of the limitedpartnership other than liabilities for distributions to partners under W.S.17-14-701 or 17-14-704;

 

(ii) Except as provided in the partnership agreement, topartners and former partners in satisfaction of liabilities for distributionsunder W.S. 17-14-701 or 17-14-704; and

 

(iii) Except as provided in the partnership agreement, topartners first for the return of their contributions and secondly respectingtheir partnership interests, in the proportions in which the partners share indistributions.

 

17-14-905. Reinstatement following administrative dissolution.

 

(a) A Wyoming limited partnership administratively dissolvedfor failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretaryof state for reinstatement within two (2) years after the effective date ofdissolution. The application shall recite the name of the domestic limitedpartnership and the effective date of its administrative dissolution.

 

(b) A domestic limited partnership applying for reinstatementpursuant to subsection (a) of this section shall include payment of fees andtaxes then delinquent and a reinstatement certificate fee prescribed by thesecretary of state by rule.

 

(c) If the secretary of state determines that the applicationcontains the information required by subsection (a) of this section, that theinformation is correct and the application contains the fees and taxes requiredby subsection (b) of this section, he shall cancel the certificate of dissolutionand prepare a certificate of reinstatement that recites his determination andthe effective date of reinstatement, file the original of the certificate andreturn a copy to the domestic limited partnership.

 

(d) When the reinstatement is effective, it relates back andtakes effect as of the effective date of the administrative dissolutionpursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying onits business as if the administrative dissolution had never occurred.

 

(e) The domestic limited partnership shall retain itsregistered name during the two (2) year reinstatement period.

 

ARTICLE 10 - FOREIGN LIMITED PARTNERSHIPS

 

17-14-1001. Law governing.

 

(a) Subject to the constitution of this state:

 

(i) The laws of the state under which a foreign limitedpartnership is organized govern its organization and internal affairs and theliability of its limited partners, unless the partnership has been issued acertificate of continuance pursuant to this article; and

 

(ii) A foreign limited partnership shall not be deniedregistration by reason of any difference between the laws of the state underwhich it was organized and the laws of this state.

 

17-14-1002. Registration.

 

(a) Before transacting business in this state, a foreignlimited partnership shall register with the secretary of state. In order toregister, a foreign limited partnership shall submit to the secretary of state,in duplicate, an application for registration as a foreign limited partnership,signed by a general partner and setting forth:

 

(i) The name of the foreign limited partnership and, ifdifferent, the name under which it proposes to register and transact businessin this state;

 

(ii) The state and date of its formation;

 

(iii) Repealed by Laws 1995, ch. 45, 2.

 

(iv) The name and address of any agent for service of process onthe foreign limited partnership whom the foreign limited partnership elects toappoint; the agent shall be an individual resident of this state, a domesticcorporation or a foreign corporation having a place of business in, andauthorized to do business in, this state;

 

(v) A statement that the secretary of state is appointed theagent of the foreign limited partnership for service of process if no agent hasbeen appointed under paragraph (a)(iv) of this section or, if appointed, theagent's authority has been revoked or if the agent cannot be found or servedwith the exercise of reasonable diligence;

 

(vi) The address of the office required to be maintained in thestate of its organization by the laws of that state or, if not so required, ofthe principal office of the foreign limited partnership;

 

(vii) Repealed by Laws 1995, ch. 45, 2.

 

(viii) The name and business address of each general partner;

 

(ix) Whether the foreign limited partnership is a foreignlimited liability limited partnership; and

 

(x) The address of the office at which is kept a list of thenames and addresses of the limited partners and their capital contributions,together with an undertaking by the foreign limited partnership to keep thoserecords until the foreign limited partnership's registration in this state iscancelled or withdrawn.

 

(b) The foreign limited partnership shall deliver with thecompleted application a certificate of existence, duly authenticated by thesecretary of state or other official having custody of limited partnershiprecords in the state or country under whose laws it is formed, which verifiesthe active existence of the foreign limited partnership.

 

17-14-1003. Issuance of registration.

 

 

(a) If the secretary of state finds that an application forregistration conforms to law and all requisite fees have been paid, he shall:

 

(i) Endorse on the application the word "Filed", andthe month, day and year of the filing thereof;

 

(ii) File in his office a duplicate original of the application;and

 

(iii) Issue a certificate of registration to transact business inthis state.

 

(b) The certificate of registration, together with a duplicateo

Categories