State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter28

CHAPTER 28 - REGISTERED OFFICE AND AGENTS

 

 

17-28-101. Registered office and registered agent.

 

(a) Each business entity shall continuously maintain in thisstate:

 

(i) A registered office that may be the same as any of its placesof business but shall be located at a street address in Wyoming which shall bea physical location where the business entity's registered agent, or a naturalperson who has an agency relationship with the registered agent, can acceptservice of process as provided in W.S. 17-28-104 and is physically present atthat location; and

 

(ii) A registered agent, who shall be:

 

(A) An individual who is at least eighteen (18) years of age,resides in this state and whose business office is identical with theregistered office;

 

(B) A domestic business entity whose business office isidentical with the registered office and which has a written agreement creatingan agency relationship with an individual providing for acceptance of serviceof process as provided in W.S. 17-28-104;

 

(C) A foreign business entity authorized to transact businessin this state whose business office is identical with the registered office andwhich has a written agreement creating an agency relationship with anindividual providing for acceptance of service of process as provided in W.S.17-28-104; or

 

(D) A business entity or an individual, at least eighteen (18)years of age, who is:

 

(I) In the business of serving as a registered agent for morethan ten (10) entities, including a registered agent which serves as aregistered agent for the entities served by another commercial registeredagent; and

 

(II) Registered as a commercial registered agent under W.S.17-28-105 and whose business office is identical with the registered office. Abusiness entity registered as a commercial registered agent shall have awritten agreement creating an agency relationship with a natural personproviding for acceptance of service of process as provided in W.S. 17-28-104.

 

(b) For purposes of this chapter, "business entity"means a corporation, nonprofit corporation, limited liability company, limitedpartnership, cooperative marketing association, statutory trust or registeredlimited liability partnership, whether foreign or domestic.

 

(c) Every registered agent shall certify compliance with therequirements of this chapter on a form prescribed by the secretary of state onthe date of registration.

 

(d) For purposes of this chapter, "written agreement"or "contract creating an agency relationship" means any writtendocument granting a natural person representing a registered agent theauthority to accept service of process on behalf of any entity served by theregistered agent. A single document may serve as authorization for each naturalperson representing the registered agent without listing each natural personindividually.

 

17-28-102. Change of registered office or registered agent.

 

(a) A business entity may change its registered office orregistered agent by signing and delivering to the secretary of state for filinga statement of change that sets forth:

 

(i) The name of the business entity;

 

(ii) The street address of its current registered office;

 

(iii) If the current registered office is to be changed, thestreet address of the new registered office;

 

(iv) The name of its current registered agent;

 

(v) If the current registered agent is to be changed, the nameof the new registered agent and the new agent's written consent to theappointment executed by the registered agent, either on the statement orattached to it;

 

(vi) That the new registered office and registered agent complywith the requirements of W.S. 17-28-101 through 17-28-111; and

 

(vii) That after the change or changes are made, the streetaddresses of its registered office and the business office of its registeredagent will be identical, if applicable.

 

(b) If a registered agent changes the street address of hisbusiness office, he shall change the street address of the registered office ofany business entity for which he is the registered agent by notifying thebusiness entity in writing of the change and signing and delivering to thesecretary of state for filing a statement that complies with the requirementsof subsection (a) of this section and recites that every entity which theregistered agent serves has been notified of the change.

 

(c) If a registered agent changes its name, it shall change thename of the registered agent of any business entity for which it is theregistered agent by notifying the business entity in writing of the change andsigning and delivering to the secretary of state for filing a statement thatcomplies with the requirements of subsection (a) of this section and recitesthat every entity which the registered agent serves has been notified of thechange.

 

17-28-103. Resignation of registered agent.

 

(a) A registered agent may resign his agency appointment bysigning and delivering to the secretary of state for filing the signed originaland one (1) exact or conformed copy of a statement of resignation for eachentity from which the registered agent resigns. The statement may include astatement that the registered office is also discontinued. The statement ofresignation shall state that the registered agent has sent notice to eachaffected entity at least thirty (30) days prior to the filing of the statementof resignation to the address of the entity last known to the registeredagent. The statement shall be addressed to any officer or other authorizedperson of the entity other than the registered agent.

 

(b) Upon receiving the resignation of a registered agent whereno successor is appointed, the entity shall provide the secretary of state witha statement of change in compliance with W.S. 17-28-102(a) within thirty (30)days following receipt by the business entity of the statement of resignationby a registered agent.

 

(c) A registered agent may resign his agency appointment andappoint a new registered agent that complies with W.S. 17-28-101(a) by signingand delivering to the secretary of state on a statement of change of registeredagent form designated by the secretary of state:

 

(i) A signed original and one (1) exact or conformed copy of astatement of resignation for each entity from which the registered agentresigns;

 

(ii) A statement from each affected entity ratifying andapproving the appointment of the new registered agent;

 

(iii) A statement designating a new registered office for eachentity affected; and

 

(iv) A statement from the new registered agent certifying hiscompliance with all requirements of this chapter and acknowledging hisappointment to serve as registered agent for each entity affected.

 

(d) The agency appointment is terminated, and the registeredoffice discontinued if so provided, on the date on which the statement ofresignation was filed under subsections (a) and (b) of this section. Theagency appointment is terminated, the registered office discontinued if soprovided, and the new registered agent and registered office are effective onthe date on which the statement of change of registered agent was filed undersubsection (c) of this section.

 

(e) If an agency appointment is terminated under the provisionsof this section and no successor is appointed, service of process on thebusiness entity shall be upon the secretary of state until a new appointment ismade or until the entity is administratively dissolved or revoked.

 

(f) Upon receipt of resignation by a registered agent where nosuccessor is appointed, the secretary of state shall classify the entity asdelinquent awaiting administrative dissolution, revocation or forfeiture of itsarticles of organization as appropriate.

 

(g) Failure of a commercial registered agent to registerpursuant to W.S. 17-28-105 shall not constitute a resignation of the registeredagent pursuant to this section and the registered agent shall remainresponsible for all the requirements of this chapter with respect to eachentity represented.

 

17-28-104. Service on business entity.

 

(a) A business entity's registered agent, or the natural personhaving an agency relationship with the registered agent as provided in W.S.17-28-101(a), shall accept service of process, notice, or demand required orpermitted by law that is served on the entity.

 

(b) If a business entity has no registered agent, or the agentcannot with reasonable diligence be served, the entity may be served byregistered or certified mail, return receipt requested, addressed to the entityat its principal office. Service is perfected under this subsection at theearliest of:

 

(i) The date the entity receives the mail;

 

(ii) The date shown on the return receipt, if signed, eithermanually or in facsimile, on behalf of the entity; or

 

(iii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed.

 

(c) A business entity may be served as provided in this sectionor as provided in the Wyoming Rules of Civil Procedure.

 

(d) Every entity shall provide to its registered agent, or tothe secretary of state as provided in W.S. 17-28-107(b), and keep current thename, business address and business telephone number of a natural person who isan officer, director, employee or designated agent of the entity who isauthorized to receive communications from the registered agent and is deemedthe designated communications contact for the entity.

 

17-28-105. Commercial registered agent registration required.

 

(a) Except as provided in subsection (b) of this section, noperson shall transact business in this state as a registered agent unless theperson is registered with the secretary of state in accordance with theprovisions of this section and W.S. 17-28-106. Violation of this section ispunishable under W.S. 17-28-109.

 

(b) The registration requirements of this section and W.S.17-28-106 shall not apply to a person who serves as registered agent for ten(10) or fewer business entities, unless the registered agent is serving asregistered agent for an entity or entities that is serving as registered agentfor more than ten (10) business entities.

 

(c) Any person claiming to be exempt from registrationrequirements based upon the provisions of subsection (b) of this section shallhave the burden of proving the exemption in any administrative or other civilaction.

 

(d) For purposes of W.S. 17-28-106, "commercial registeredagent" means a registered agent required to register under this section.

 

(e) A commercial registered agent shall not:

 

(i) Have been convicted of any felony;

 

(ii) Have any officer, director, partner, manager or otherauthorized person who has been convicted of any felony;

 

(iii) Engage in conduct in connection with acting as a registeredagent that is intended or likely to deceive or defraud the public; nor

 

(iv) Have any officer, director, partner, manager or otherauthorized person whose ability to act as a registered agent has been revokedby the secretary of state or a comparable official in another state forengaging in conduct in connection with acting as a registered agent that isintended or likely to deceive or defraud the public, or who was an officer,director, partner, manager or other authorized person of an entity whoseability to act as a registered agent has been so revoked.

 

17-28-106. Registration requirements.

 

(a) A commercial registered agent shall obtain a registrationby filing an application with the secretary of state. The application shall beexecuted and sworn under penalty of perjury and contain information thesecretary of state requires by rule including:

 

(i) The legal name of the applicant;

 

(ii) The applicant's physical street address of its registeredoffice in this state where service may be made. A separate mailing address maybe included in addition to the physical street address;

 

(iii) Whether the applicant, or in the case of a corporation orother business entity its officers or directors, members, partners or personsserving in a similar capacity, has ever been convicted of a felony;

 

(iv) The name, address and phone number of the person who hasauthority to act on behalf of the commercial registered agent;

 

(v) A statement that the applicant is eighteen (18) years orolder if the applicant is a natural person;

 

(vi) The name, physical street address, phone number and normalbusiness hours of the registered office where the natural person with whom theagent has an agency agreement for purposes of receiving service of process, ifapplicable may be served; and

 

(vii) Other information the secretary of state deems appropriatein the registration and identification of registered agents.

 

(b) Every applicant for registration shall pay a filing fee asset by rule adopted pursuant to this chapter. The fee shall be designed torecover the cost of administering the provisions of this chapter relating toregistered agents. If an application is withdrawn or denied, the secretary ofstate shall retain the entire fee.

 

(c) Registration of a commercial registered agent shall bevalid for the calendar year of registration and shall expire December 31 ofeach year.

 

(d) The secretary of state may publish or cause a listing ofregistrants to be disseminated to interested persons under such rules as thesecretary of state prescribes.

 

17-28-107. Duties of the registered agent; duties of the entity.

 

(a) The registered agent shall:

 

(i) Maintain a physical address in accordance with W.S.17-28-102(a)(ii) and as defined by the secretary of state by rule;

 

(ii) Accept service of process in accordance with W.S.17-28-104(a);

 

(iii) Maintain the address of record to which all service ofprocess is to be delivered for each entity represented;

 

(iv) Register as a commercial registered agent pursuant to W.S.17-28-105 if applicable; and

 

(v) Maintain at the registered office, the followinginformation for each domestic entity represented which shall be current withinsixty (60) days of any change until the entity's first annual report isaccepted for filing with the secretary of state and thereafter when the annualreport is due for filing and shall be maintained in a format that can bereasonably produced on demand:

 

(A) Names and addresses of each entity's directors, officers,limited liability company managers, managing partners, trustees or personsserving in a similar capacity;

 

(B) The name, address and business telephone number of anatural person who is an officer, director, employee or designated agent ofeach entity represented who is authorized to receive communications from theregistered agent;

 

(C) A copy of the written contract or agreement creating anagency relationship between the registered agent and a natural person withrespect to accepting service of process on behalf of each business entityrepresented by the registered agent.

 

(b) If the registered agent and the entity agree, the entityshall file with the secretary of state the information specified in paragraph(a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the informationspecified in W.S. 17-28-104(d). As verification of the agreement, the entityshall file with the secretary of state a consent form, as provided by thatoffice, which acknowledges the entity's election under this subsection. If theinformation or form acknowledging the entity's election is filed with thesecretary of state, then the registered agent has complied with the requirementto maintain such information under this section.

 

17-28-108. Production of records.

 

(a) All records maintained pursuant to W.S. 17-28-107 aresubject to periodic, special or other examination by the secretary of state orhis representatives as deemed necessary or appropriate in investigations.

 

(b) The secretary of state may compel production of recordsrequired to be maintained pursuant to W.S. 17-28-107 in accordance with theprovisions of the Wyoming Administrative Procedure Act.

 

(c) The secretary of state shall hold any records obtainedpursuant to this section confidential except for information already on filewith the secretary of state as part of a public document and informationrequired to be in the annual report required by W.S. 17-16-1630(a). Thesecretary of state may release any such confidential information only pursuantto court ordered subpoena or to a bona fide law enforcement agency for use in acriminal investigation.

 

(d) Failure to produce or denial of access to recordsmaintained pursuant to W.S. 17-28-107 to the secretary of state on demand orfailure to answer a validly issued and enforceable subpoena shall be punishableas provided in W.S. 17-28-109.

 

(e) Any business entity which provides false records requiredto be maintained pursuant to W.S. 17-28-107 to the entity's registered agentshall be punished by a fine not exceeding one thousand dollars ($1,000.00), orby imprisonment not exceeding six (6) months, or both.

 

17-28-109. Actions against registered agents.

 

(a) The secretary of state may impose a civil penalty not toexceed five hundred dollars ($500.00) for each violation, with respect to eachentity represented, of this chapter for which no other specific penalty isprovided, and may deny or revoke any registration, require enhancedrecordkeeping and refuse to accept filings for business entities served by aregistered agent if the registered agent, or in the case of registered agentthat is a corporation or other business entity, its officers, directors,members, partners or persons serving in a similar capacity:

 

(i) Has failed to make application for registration as acommercial registered agent under W.S. 17-28-105 if applicable;

 

(ii) Has failed to maintain records as required by W.S.17-28-107;

 

(iii) Cannot be served at the address of the registered office;

 

(iv) Has willfully violated or willfully failed to comply withany provision of this chapter; or

 

(v) Cannot be located at the address on the applicationprovided to the secretary of state.

 

(b) A registered agent has complied with W.S. 17-28-107 if hehas timely requested from the entity, either by certified letter or through anengagement letter or other similar document, that the required information beprovided and be kept current within sixty (60) days of any change until theentity's first annual report is accepted for filing with the secretary ofstate. It shall be a defense to an action under paragraph (a)(ii) of thissection if the registered agent notifies the secretary of state of the entity'sfailure to provide the required information or of the registered agent's beliefthat the information is inaccurate, and the registered agent resigns withinsixty (60) days after the date the certified letter requesting information hasbeen sent. No fee shall be assessed a registered agent resigning pursuant tothis subsection.

 

(c) The secretary of state may deny or revoke the registrationof a registered agent who has been convicted of any felony or has had anapplication for commercial registered agent denied or revoked, or in the caseof a registered agent that is a corporation or other business entity, itsofficers, directors, members, partners or persons serving in a similar capacityhave been convicted of any felony or have had an application for commercialregistered agent denied or revoked.

 

(d) In any action pursuant to this section the prevailing partymay recover costs of investigation, court costs and attorney's fees.

 

(e) It shall be a defense to any violation under this sectionif the agent, in the exercise of reasonable diligence could not have knownthat:

 

(i) The information maintained by the agent is inaccurate;

 

(ii) The information provided by the entity represented isinaccurate; or

 

(iii) An entity used the registered agent's identity or addresswithout the registered agent's knowledge or consent.

 

(f) The secretary of state may deny registration, requireenhanced recordkeeping and refuse to accept filings from any registered agentpursuant to this section without a contested case hearing. If a contested casehearing is requested, this authority shall only apply until the hearing isresolved.

 

17-28-110. Reinstatement after administrative dissolution or revocationof authority.

 

(a) Except as otherwise provided by law for specific businessentities, a business entity administratively dissolved or whose certificate ofauthority is revoked for violation of any provision of this chapter may applyto the secretary of state for reinstatement within two (2) years after theeffective date of dissolution or revocation. Reinstatement may be denied by thesecretary of state if the business entity has been the subject of secretary ofstate and law enforcement investigation pertaining to fraud or any otherviolation of state or federal law, or if there is other reason to believe thebusiness entity was engaged in illegal operations.

 

(b) If the secretary of state determines that the businessentity is in compliance with this chapter, he shall cancel the certificate ofdissolution or revocation and prepare a certificate of reinstatement thatrecites his determination and the effective date of reinstatement, file theoriginal of the certificate, and serve a copy on the business entity asprovided in this chapter.

 

(c) When the reinstatement is effective, it relates back to andtakes effect as of the effective date of the administrative dissolution orrevocation and the business entity resumes carrying on its business as if theadministrative dissolution or revocation had never occurred.

 

17-28-111. Rules and regulations.

 

The secretary of state shall have the power reasonablynecessary to perform the duties required of him by this chapter. The secretaryof state shall promulgate reasonable rules and regulations necessary to carryout the purposes of this chapter.

 

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter28

CHAPTER 28 - REGISTERED OFFICE AND AGENTS

 

 

17-28-101. Registered office and registered agent.

 

(a) Each business entity shall continuously maintain in thisstate:

 

(i) A registered office that may be the same as any of its placesof business but shall be located at a street address in Wyoming which shall bea physical location where the business entity's registered agent, or a naturalperson who has an agency relationship with the registered agent, can acceptservice of process as provided in W.S. 17-28-104 and is physically present atthat location; and

 

(ii) A registered agent, who shall be:

 

(A) An individual who is at least eighteen (18) years of age,resides in this state and whose business office is identical with theregistered office;

 

(B) A domestic business entity whose business office isidentical with the registered office and which has a written agreement creatingan agency relationship with an individual providing for acceptance of serviceof process as provided in W.S. 17-28-104;

 

(C) A foreign business entity authorized to transact businessin this state whose business office is identical with the registered office andwhich has a written agreement creating an agency relationship with anindividual providing for acceptance of service of process as provided in W.S.17-28-104; or

 

(D) A business entity or an individual, at least eighteen (18)years of age, who is:

 

(I) In the business of serving as a registered agent for morethan ten (10) entities, including a registered agent which serves as aregistered agent for the entities served by another commercial registeredagent; and

 

(II) Registered as a commercial registered agent under W.S.17-28-105 and whose business office is identical with the registered office. Abusiness entity registered as a commercial registered agent shall have awritten agreement creating an agency relationship with a natural personproviding for acceptance of service of process as provided in W.S. 17-28-104.

 

(b) For purposes of this chapter, "business entity"means a corporation, nonprofit corporation, limited liability company, limitedpartnership, cooperative marketing association, statutory trust or registeredlimited liability partnership, whether foreign or domestic.

 

(c) Every registered agent shall certify compliance with therequirements of this chapter on a form prescribed by the secretary of state onthe date of registration.

 

(d) For purposes of this chapter, "written agreement"or "contract creating an agency relationship" means any writtendocument granting a natural person representing a registered agent theauthority to accept service of process on behalf of any entity served by theregistered agent. A single document may serve as authorization for each naturalperson representing the registered agent without listing each natural personindividually.

 

17-28-102. Change of registered office or registered agent.

 

(a) A business entity may change its registered office orregistered agent by signing and delivering to the secretary of state for filinga statement of change that sets forth:

 

(i) The name of the business entity;

 

(ii) The street address of its current registered office;

 

(iii) If the current registered office is to be changed, thestreet address of the new registered office;

 

(iv) The name of its current registered agent;

 

(v) If the current registered agent is to be changed, the nameof the new registered agent and the new agent's written consent to theappointment executed by the registered agent, either on the statement orattached to it;

 

(vi) That the new registered office and registered agent complywith the requirements of W.S. 17-28-101 through 17-28-111; and

 

(vii) That after the change or changes are made, the streetaddresses of its registered office and the business office of its registeredagent will be identical, if applicable.

 

(b) If a registered agent changes the street address of hisbusiness office, he shall change the street address of the registered office ofany business entity for which he is the registered agent by notifying thebusiness entity in writing of the change and signing and delivering to thesecretary of state for filing a statement that complies with the requirementsof subsection (a) of this section and recites that every entity which theregistered agent serves has been notified of the change.

 

(c) If a registered agent changes its name, it shall change thename of the registered agent of any business entity for which it is theregistered agent by notifying the business entity in writing of the change andsigning and delivering to the secretary of state for filing a statement thatcomplies with the requirements of subsection (a) of this section and recitesthat every entity which the registered agent serves has been notified of thechange.

 

17-28-103. Resignation of registered agent.

 

(a) A registered agent may resign his agency appointment bysigning and delivering to the secretary of state for filing the signed originaland one (1) exact or conformed copy of a statement of resignation for eachentity from which the registered agent resigns. The statement may include astatement that the registered office is also discontinued. The statement ofresignation shall state that the registered agent has sent notice to eachaffected entity at least thirty (30) days prior to the filing of the statementof resignation to the address of the entity last known to the registeredagent. The statement shall be addressed to any officer or other authorizedperson of the entity other than the registered agent.

 

(b) Upon receiving the resignation of a registered agent whereno successor is appointed, the entity shall provide the secretary of state witha statement of change in compliance with W.S. 17-28-102(a) within thirty (30)days following receipt by the business entity of the statement of resignationby a registered agent.

 

(c) A registered agent may resign his agency appointment andappoint a new registered agent that complies with W.S. 17-28-101(a) by signingand delivering to the secretary of state on a statement of change of registeredagent form designated by the secretary of state:

 

(i) A signed original and one (1) exact or conformed copy of astatement of resignation for each entity from which the registered agentresigns;

 

(ii) A statement from each affected entity ratifying andapproving the appointment of the new registered agent;

 

(iii) A statement designating a new registered office for eachentity affected; and

 

(iv) A statement from the new registered agent certifying hiscompliance with all requirements of this chapter and acknowledging hisappointment to serve as registered agent for each entity affected.

 

(d) The agency appointment is terminated, and the registeredoffice discontinued if so provided, on the date on which the statement ofresignation was filed under subsections (a) and (b) of this section. Theagency appointment is terminated, the registered office discontinued if soprovided, and the new registered agent and registered office are effective onthe date on which the statement of change of registered agent was filed undersubsection (c) of this section.

 

(e) If an agency appointment is terminated under the provisionsof this section and no successor is appointed, service of process on thebusiness entity shall be upon the secretary of state until a new appointment ismade or until the entity is administratively dissolved or revoked.

 

(f) Upon receipt of resignation by a registered agent where nosuccessor is appointed, the secretary of state shall classify the entity asdelinquent awaiting administrative dissolution, revocation or forfeiture of itsarticles of organization as appropriate.

 

(g) Failure of a commercial registered agent to registerpursuant to W.S. 17-28-105 shall not constitute a resignation of the registeredagent pursuant to this section and the registered agent shall remainresponsible for all the requirements of this chapter with respect to eachentity represented.

 

17-28-104. Service on business entity.

 

(a) A business entity's registered agent, or the natural personhaving an agency relationship with the registered agent as provided in W.S.17-28-101(a), shall accept service of process, notice, or demand required orpermitted by law that is served on the entity.

 

(b) If a business entity has no registered agent, or the agentcannot with reasonable diligence be served, the entity may be served byregistered or certified mail, return receipt requested, addressed to the entityat its principal office. Service is perfected under this subsection at theearliest of:

 

(i) The date the entity receives the mail;

 

(ii) The date shown on the return receipt, if signed, eithermanually or in facsimile, on behalf of the entity; or

 

(iii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed.

 

(c) A business entity may be served as provided in this sectionor as provided in the Wyoming Rules of Civil Procedure.

 

(d) Every entity shall provide to its registered agent, or tothe secretary of state as provided in W.S. 17-28-107(b), and keep current thename, business address and business telephone number of a natural person who isan officer, director, employee or designated agent of the entity who isauthorized to receive communications from the registered agent and is deemedthe designated communications contact for the entity.

 

17-28-105. Commercial registered agent registration required.

 

(a) Except as provided in subsection (b) of this section, noperson shall transact business in this state as a registered agent unless theperson is registered with the secretary of state in accordance with theprovisions of this section and W.S. 17-28-106. Violation of this section ispunishable under W.S. 17-28-109.

 

(b) The registration requirements of this section and W.S.17-28-106 shall not apply to a person who serves as registered agent for ten(10) or fewer business entities, unless the registered agent is serving asregistered agent for an entity or entities that is serving as registered agentfor more than ten (10) business entities.

 

(c) Any person claiming to be exempt from registrationrequirements based upon the provisions of subsection (b) of this section shallhave the burden of proving the exemption in any administrative or other civilaction.

 

(d) For purposes of W.S. 17-28-106, "commercial registeredagent" means a registered agent required to register under this section.

 

(e) A commercial registered agent shall not:

 

(i) Have been convicted of any felony;

 

(ii) Have any officer, director, partner, manager or otherauthorized person who has been convicted of any felony;

 

(iii) Engage in conduct in connection with acting as a registeredagent that is intended or likely to deceive or defraud the public; nor

 

(iv) Have any officer, director, partner, manager or otherauthorized person whose ability to act as a registered agent has been revokedby the secretary of state or a comparable official in another state forengaging in conduct in connection with acting as a registered agent that isintended or likely to deceive or defraud the public, or who was an officer,director, partner, manager or other authorized person of an entity whoseability to act as a registered agent has been so revoked.

 

17-28-106. Registration requirements.

 

(a) A commercial registered agent shall obtain a registrationby filing an application with the secretary of state. The application shall beexecuted and sworn under penalty of perjury and contain information thesecretary of state requires by rule including:

 

(i) The legal name of the applicant;

 

(ii) The applicant's physical street address of its registeredoffice in this state where service may be made. A separate mailing address maybe included in addition to the physical street address;

 

(iii) Whether the applicant, or in the case of a corporation orother business entity its officers or directors, members, partners or personsserving in a similar capacity, has ever been convicted of a felony;

 

(iv) The name, address and phone number of the person who hasauthority to act on behalf of the commercial registered agent;

 

(v) A statement that the applicant is eighteen (18) years orolder if the applicant is a natural person;

 

(vi) The name, physical street address, phone number and normalbusiness hours of the registered office where the natural person with whom theagent has an agency agreement for purposes of receiving service of process, ifapplicable may be served; and

 

(vii) Other information the secretary of state deems appropriatein the registration and identification of registered agents.

 

(b) Every applicant for registration shall pay a filing fee asset by rule adopted pursuant to this chapter. The fee shall be designed torecover the cost of administering the provisions of this chapter relating toregistered agents. If an application is withdrawn or denied, the secretary ofstate shall retain the entire fee.

 

(c) Registration of a commercial registered agent shall bevalid for the calendar year of registration and shall expire December 31 ofeach year.

 

(d) The secretary of state may publish or cause a listing ofregistrants to be disseminated to interested persons under such rules as thesecretary of state prescribes.

 

17-28-107. Duties of the registered agent; duties of the entity.

 

(a) The registered agent shall:

 

(i) Maintain a physical address in accordance with W.S.17-28-102(a)(ii) and as defined by the secretary of state by rule;

 

(ii) Accept service of process in accordance with W.S.17-28-104(a);

 

(iii) Maintain the address of record to which all service ofprocess is to be delivered for each entity represented;

 

(iv) Register as a commercial registered agent pursuant to W.S.17-28-105 if applicable; and

 

(v) Maintain at the registered office, the followinginformation for each domestic entity represented which shall be current withinsixty (60) days of any change until the entity's first annual report isaccepted for filing with the secretary of state and thereafter when the annualreport is due for filing and shall be maintained in a format that can bereasonably produced on demand:

 

(A) Names and addresses of each entity's directors, officers,limited liability company managers, managing partners, trustees or personsserving in a similar capacity;

 

(B) The name, address and business telephone number of anatural person who is an officer, director, employee or designated agent ofeach entity represented who is authorized to receive communications from theregistered agent;

 

(C) A copy of the written contract or agreement creating anagency relationship between the registered agent and a natural person withrespect to accepting service of process on behalf of each business entityrepresented by the registered agent.

 

(b) If the registered agent and the entity agree, the entityshall file with the secretary of state the information specified in paragraph(a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the informationspecified in W.S. 17-28-104(d). As verification of the agreement, the entityshall file with the secretary of state a consent form, as provided by thatoffice, which acknowledges the entity's election under this subsection. If theinformation or form acknowledging the entity's election is filed with thesecretary of state, then the registered agent has complied with the requirementto maintain such information under this section.

 

17-28-108. Production of records.

 

(a) All records maintained pursuant to W.S. 17-28-107 aresubject to periodic, special or other examination by the secretary of state orhis representatives as deemed necessary or appropriate in investigations.

 

(b) The secretary of state may compel production of recordsrequired to be maintained pursuant to W.S. 17-28-107 in accordance with theprovisions of the Wyoming Administrative Procedure Act.

 

(c) The secretary of state shall hold any records obtainedpursuant to this section confidential except for information already on filewith the secretary of state as part of a public document and informationrequired to be in the annual report required by W.S. 17-16-1630(a). Thesecretary of state may release any such confidential information only pursuantto court ordered subpoena or to a bona fide law enforcement agency for use in acriminal investigation.

 

(d) Failure to produce or denial of access to recordsmaintained pursuant to W.S. 17-28-107 to the secretary of state on demand orfailure to answer a validly issued and enforceable subpoena shall be punishableas provided in W.S. 17-28-109.

 

(e) Any business entity which provides false records requiredto be maintained pursuant to W.S. 17-28-107 to the entity's registered agentshall be punished by a fine not exceeding one thousand dollars ($1,000.00), orby imprisonment not exceeding six (6) months, or both.

 

17-28-109. Actions against registered agents.

 

(a) The secretary of state may impose a civil penalty not toexceed five hundred dollars ($500.00) for each violation, with respect to eachentity represented, of this chapter for which no other specific penalty isprovided, and may deny or revoke any registration, require enhancedrecordkeeping and refuse to accept filings for business entities served by aregistered agent if the registered agent, or in the case of registered agentthat is a corporation or other business entity, its officers, directors,members, partners or persons serving in a similar capacity:

 

(i) Has failed to make application for registration as acommercial registered agent under W.S. 17-28-105 if applicable;

 

(ii) Has failed to maintain records as required by W.S.17-28-107;

 

(iii) Cannot be served at the address of the registered office;

 

(iv) Has willfully violated or willfully failed to comply withany provision of this chapter; or

 

(v) Cannot be located at the address on the applicationprovided to the secretary of state.

 

(b) A registered agent has complied with W.S. 17-28-107 if hehas timely requested from the entity, either by certified letter or through anengagement letter or other similar document, that the required information beprovided and be kept current within sixty (60) days of any change until theentity's first annual report is accepted for filing with the secretary ofstate. It shall be a defense to an action under paragraph (a)(ii) of thissection if the registered agent notifies the secretary of state of the entity'sfailure to provide the required information or of the registered agent's beliefthat the information is inaccurate, and the registered agent resigns withinsixty (60) days after the date the certified letter requesting information hasbeen sent. No fee shall be assessed a registered agent resigning pursuant tothis subsection.

 

(c) The secretary of state may deny or revoke the registrationof a registered agent who has been convicted of any felony or has had anapplication for commercial registered agent denied or revoked, or in the caseof a registered agent that is a corporation or other business entity, itsofficers, directors, members, partners or persons serving in a similar capacityhave been convicted of any felony or have had an application for commercialregistered agent denied or revoked.

 

(d) In any action pursuant to this section the prevailing partymay recover costs of investigation, court costs and attorney's fees.

 

(e) It shall be a defense to any violation under this sectionif the agent, in the exercise of reasonable diligence could not have knownthat:

 

(i) The information maintained by the agent is inaccurate;

 

(ii) The information provided by the entity represented isinaccurate; or

 

(iii) An entity used the registered agent's identity or addresswithout the registered agent's knowledge or consent.

 

(f) The secretary of state may deny registration, requireenhanced recordkeeping and refuse to accept filings from any registered agentpursuant to this section without a contested case hearing. If a contested casehearing is requested, this authority shall only apply until the hearing isresolved.

 

17-28-110. Reinstatement after administrative dissolution or revocationof authority.

 

(a) Except as otherwise provided by law for specific businessentities, a business entity administratively dissolved or whose certificate ofauthority is revoked for violation of any provision of this chapter may applyto the secretary of state for reinstatement within two (2) years after theeffective date of dissolution or revocation. Reinstatement may be denied by thesecretary of state if the business entity has been the subject of secretary ofstate and law enforcement investigation pertaining to fraud or any otherviolation of state or federal law, or if there is other reason to believe thebusiness entity was engaged in illegal operations.

 

(b) If the secretary of state determines that the businessentity is in compliance with this chapter, he shall cancel the certificate ofdissolution or revocation and prepare a certificate of reinstatement thatrecites his determination and the effective date of reinstatement, file theoriginal of the certificate, and serve a copy on the business entity asprovided in this chapter.

 

(c) When the reinstatement is effective, it relates back to andtakes effect as of the effective date of the administrative dissolution orrevocation and the business entity resumes carrying on its business as if theadministrative dissolution or revocation had never occurred.

 

17-28-111. Rules and regulations.

 

The secretary of state shall have the power reasonablynecessary to perform the duties required of him by this chapter. The secretaryof state shall promulgate reasonable rules and regulations necessary to carryout the purposes of this chapter.

 


State Codes and Statutes

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter28

CHAPTER 28 - REGISTERED OFFICE AND AGENTS

 

 

17-28-101. Registered office and registered agent.

 

(a) Each business entity shall continuously maintain in thisstate:

 

(i) A registered office that may be the same as any of its placesof business but shall be located at a street address in Wyoming which shall bea physical location where the business entity's registered agent, or a naturalperson who has an agency relationship with the registered agent, can acceptservice of process as provided in W.S. 17-28-104 and is physically present atthat location; and

 

(ii) A registered agent, who shall be:

 

(A) An individual who is at least eighteen (18) years of age,resides in this state and whose business office is identical with theregistered office;

 

(B) A domestic business entity whose business office isidentical with the registered office and which has a written agreement creatingan agency relationship with an individual providing for acceptance of serviceof process as provided in W.S. 17-28-104;

 

(C) A foreign business entity authorized to transact businessin this state whose business office is identical with the registered office andwhich has a written agreement creating an agency relationship with anindividual providing for acceptance of service of process as provided in W.S.17-28-104; or

 

(D) A business entity or an individual, at least eighteen (18)years of age, who is:

 

(I) In the business of serving as a registered agent for morethan ten (10) entities, including a registered agent which serves as aregistered agent for the entities served by another commercial registeredagent; and

 

(II) Registered as a commercial registered agent under W.S.17-28-105 and whose business office is identical with the registered office. Abusiness entity registered as a commercial registered agent shall have awritten agreement creating an agency relationship with a natural personproviding for acceptance of service of process as provided in W.S. 17-28-104.

 

(b) For purposes of this chapter, "business entity"means a corporation, nonprofit corporation, limited liability company, limitedpartnership, cooperative marketing association, statutory trust or registeredlimited liability partnership, whether foreign or domestic.

 

(c) Every registered agent shall certify compliance with therequirements of this chapter on a form prescribed by the secretary of state onthe date of registration.

 

(d) For purposes of this chapter, "written agreement"or "contract creating an agency relationship" means any writtendocument granting a natural person representing a registered agent theauthority to accept service of process on behalf of any entity served by theregistered agent. A single document may serve as authorization for each naturalperson representing the registered agent without listing each natural personindividually.

 

17-28-102. Change of registered office or registered agent.

 

(a) A business entity may change its registered office orregistered agent by signing and delivering to the secretary of state for filinga statement of change that sets forth:

 

(i) The name of the business entity;

 

(ii) The street address of its current registered office;

 

(iii) If the current registered office is to be changed, thestreet address of the new registered office;

 

(iv) The name of its current registered agent;

 

(v) If the current registered agent is to be changed, the nameof the new registered agent and the new agent's written consent to theappointment executed by the registered agent, either on the statement orattached to it;

 

(vi) That the new registered office and registered agent complywith the requirements of W.S. 17-28-101 through 17-28-111; and

 

(vii) That after the change or changes are made, the streetaddresses of its registered office and the business office of its registeredagent will be identical, if applicable.

 

(b) If a registered agent changes the street address of hisbusiness office, he shall change the street address of the registered office ofany business entity for which he is the registered agent by notifying thebusiness entity in writing of the change and signing and delivering to thesecretary of state for filing a statement that complies with the requirementsof subsection (a) of this section and recites that every entity which theregistered agent serves has been notified of the change.

 

(c) If a registered agent changes its name, it shall change thename of the registered agent of any business entity for which it is theregistered agent by notifying the business entity in writing of the change andsigning and delivering to the secretary of state for filing a statement thatcomplies with the requirements of subsection (a) of this section and recitesthat every entity which the registered agent serves has been notified of thechange.

 

17-28-103. Resignation of registered agent.

 

(a) A registered agent may resign his agency appointment bysigning and delivering to the secretary of state for filing the signed originaland one (1) exact or conformed copy of a statement of resignation for eachentity from which the registered agent resigns. The statement may include astatement that the registered office is also discontinued. The statement ofresignation shall state that the registered agent has sent notice to eachaffected entity at least thirty (30) days prior to the filing of the statementof resignation to the address of the entity last known to the registeredagent. The statement shall be addressed to any officer or other authorizedperson of the entity other than the registered agent.

 

(b) Upon receiving the resignation of a registered agent whereno successor is appointed, the entity shall provide the secretary of state witha statement of change in compliance with W.S. 17-28-102(a) within thirty (30)days following receipt by the business entity of the statement of resignationby a registered agent.

 

(c) A registered agent may resign his agency appointment andappoint a new registered agent that complies with W.S. 17-28-101(a) by signingand delivering to the secretary of state on a statement of change of registeredagent form designated by the secretary of state:

 

(i) A signed original and one (1) exact or conformed copy of astatement of resignation for each entity from which the registered agentresigns;

 

(ii) A statement from each affected entity ratifying andapproving the appointment of the new registered agent;

 

(iii) A statement designating a new registered office for eachentity affected; and

 

(iv) A statement from the new registered agent certifying hiscompliance with all requirements of this chapter and acknowledging hisappointment to serve as registered agent for each entity affected.

 

(d) The agency appointment is terminated, and the registeredoffice discontinued if so provided, on the date on which the statement ofresignation was filed under subsections (a) and (b) of this section. Theagency appointment is terminated, the registered office discontinued if soprovided, and the new registered agent and registered office are effective onthe date on which the statement of change of registered agent was filed undersubsection (c) of this section.

 

(e) If an agency appointment is terminated under the provisionsof this section and no successor is appointed, service of process on thebusiness entity shall be upon the secretary of state until a new appointment ismade or until the entity is administratively dissolved or revoked.

 

(f) Upon receipt of resignation by a registered agent where nosuccessor is appointed, the secretary of state shall classify the entity asdelinquent awaiting administrative dissolution, revocation or forfeiture of itsarticles of organization as appropriate.

 

(g) Failure of a commercial registered agent to registerpursuant to W.S. 17-28-105 shall not constitute a resignation of the registeredagent pursuant to this section and the registered agent shall remainresponsible for all the requirements of this chapter with respect to eachentity represented.

 

17-28-104. Service on business entity.

 

(a) A business entity's registered agent, or the natural personhaving an agency relationship with the registered agent as provided in W.S.17-28-101(a), shall accept service of process, notice, or demand required orpermitted by law that is served on the entity.

 

(b) If a business entity has no registered agent, or the agentcannot with reasonable diligence be served, the entity may be served byregistered or certified mail, return receipt requested, addressed to the entityat its principal office. Service is perfected under this subsection at theearliest of:

 

(i) The date the entity receives the mail;

 

(ii) The date shown on the return receipt, if signed, eithermanually or in facsimile, on behalf of the entity; or

 

(iii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed.

 

(c) A business entity may be served as provided in this sectionor as provided in the Wyoming Rules of Civil Procedure.

 

(d) Every entity shall provide to its registered agent, or tothe secretary of state as provided in W.S. 17-28-107(b), and keep current thename, business address and business telephone number of a natural person who isan officer, director, employee or designated agent of the entity who isauthorized to receive communications from the registered agent and is deemedthe designated communications contact for the entity.

 

17-28-105. Commercial registered agent registration required.

 

(a) Except as provided in subsection (b) of this section, noperson shall transact business in this state as a registered agent unless theperson is registered with the secretary of state in accordance with theprovisions of this section and W.S. 17-28-106. Violation of this section ispunishable under W.S. 17-28-109.

 

(b) The registration requirements of this section and W.S.17-28-106 shall not apply to a person who serves as registered agent for ten(10) or fewer business entities, unless the registered agent is serving asregistered agent for an entity or entities that is serving as registered agentfor more than ten (10) business entities.

 

(c) Any person claiming to be exempt from registrationrequirements based upon the provisions of subsection (b) of this section shallhave the burden of proving the exemption in any administrative or other civilaction.

 

(d) For purposes of W.S. 17-28-106, "commercial registeredagent" means a registered agent required to register under this section.

 

(e) A commercial registered agent shall not:

 

(i) Have been convicted of any felony;

 

(ii) Have any officer, director, partner, manager or otherauthorized person who has been convicted of any felony;

 

(iii) Engage in conduct in connection with acting as a registeredagent that is intended or likely to deceive or defraud the public; nor

 

(iv) Have any officer, director, partner, manager or otherauthorized person whose ability to act as a registered agent has been revokedby the secretary of state or a comparable official in another state forengaging in conduct in connection with acting as a registered agent that isintended or likely to deceive or defraud the public, or who was an officer,director, partner, manager or other authorized person of an entity whoseability to act as a registered agent has been so revoked.

 

17-28-106. Registration requirements.

 

(a) A commercial registered agent shall obtain a registrationby filing an application with the secretary of state. The application shall beexecuted and sworn under penalty of perjury and contain information thesecretary of state requires by rule including:

 

(i) The legal name of the applicant;

 

(ii) The applicant's physical street address of its registeredoffice in this state where service may be made. A separate mailing address maybe included in addition to the physical street address;

 

(iii) Whether the applicant, or in the case of a corporation orother business entity its officers or directors, members, partners or personsserving in a similar capacity, has ever been convicted of a felony;

 

(iv) The name, address and phone number of the person who hasauthority to act on behalf of the commercial registered agent;

 

(v) A statement that the applicant is eighteen (18) years orolder if the applicant is a natural person;

 

(vi) The name, physical street address, phone number and normalbusiness hours of the registered office where the natural person with whom theagent has an agency agreement for purposes of receiving service of process, ifapplicable may be served; and

 

(vii) Other information the secretary of state deems appropriatein the registration and identification of registered agents.

 

(b) Every applicant for registration shall pay a filing fee asset by rule adopted pursuant to this chapter. The fee shall be designed torecover the cost of administering the provisions of this chapter relating toregistered agents. If an application is withdrawn or denied, the secretary ofstate shall retain the entire fee.

 

(c) Registration of a commercial registered agent shall bevalid for the calendar year of registration and shall expire December 31 ofeach year.

 

(d) The secretary of state may publish or cause a listing ofregistrants to be disseminated to interested persons under such rules as thesecretary of state prescribes.

 

17-28-107. Duties of the registered agent; duties of the entity.

 

(a) The registered agent shall:

 

(i) Maintain a physical address in accordance with W.S.17-28-102(a)(ii) and as defined by the secretary of state by rule;

 

(ii) Accept service of process in accordance with W.S.17-28-104(a);

 

(iii) Maintain the address of record to which all service ofprocess is to be delivered for each entity represented;

 

(iv) Register as a commercial registered agent pursuant to W.S.17-28-105 if applicable; and

 

(v) Maintain at the registered office, the followinginformation for each domestic entity represented which shall be current withinsixty (60) days of any change until the entity's first annual report isaccepted for filing with the secretary of state and thereafter when the annualreport is due for filing and shall be maintained in a format that can bereasonably produced on demand:

 

(A) Names and addresses of each entity's directors, officers,limited liability company managers, managing partners, trustees or personsserving in a similar capacity;

 

(B) The name, address and business telephone number of anatural person who is an officer, director, employee or designated agent ofeach entity represented who is authorized to receive communications from theregistered agent;

 

(C) A copy of the written contract or agreement creating anagency relationship between the registered agent and a natural person withrespect to accepting service of process on behalf of each business entityrepresented by the registered agent.

 

(b) If the registered agent and the entity agree, the entityshall file with the secretary of state the information specified in paragraph(a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the informationspecified in W.S. 17-28-104(d). As verification of the agreement, the entityshall file with the secretary of state a consent form, as provided by thatoffice, which acknowledges the entity's election under this subsection. If theinformation or form acknowledging the entity's election is filed with thesecretary of state, then the registered agent has complied with the requirementto maintain such information under this section.

 

17-28-108. Production of records.

 

(a) All records maintained pursuant to W.S. 17-28-107 aresubject to periodic, special or other examination by the secretary of state orhis representatives as deemed necessary or appropriate in investigations.

 

(b) The secretary of state may compel production of recordsrequired to be maintained pursuant to W.S. 17-28-107 in accordance with theprovisions of the Wyoming Administrative Procedure Act.

 

(c) The secretary of state shall hold any records obtainedpursuant to this section confidential except for information already on filewith the secretary of state as part of a public document and informationrequired to be in the annual report required by W.S. 17-16-1630(a). Thesecretary of state may release any such confidential information only pursuantto court ordered subpoena or to a bona fide law enforcement agency for use in acriminal investigation.

 

(d) Failure to produce or denial of access to recordsmaintained pursuant to W.S. 17-28-107 to the secretary of state on demand orfailure to answer a validly issued and enforceable subpoena shall be punishableas provided in W.S. 17-28-109.

 

(e) Any business entity which provides false records requiredto be maintained pursuant to W.S. 17-28-107 to the entity's registered agentshall be punished by a fine not exceeding one thousand dollars ($1,000.00), orby imprisonment not exceeding six (6) months, or both.

 

17-28-109. Actions against registered agents.

 

(a) The secretary of state may impose a civil penalty not toexceed five hundred dollars ($500.00) for each violation, with respect to eachentity represented, of this chapter for which no other specific penalty isprovided, and may deny or revoke any registration, require enhancedrecordkeeping and refuse to accept filings for business entities served by aregistered agent if the registered agent, or in the case of registered agentthat is a corporation or other business entity, its officers, directors,members, partners or persons serving in a similar capacity:

 

(i) Has failed to make application for registration as acommercial registered agent under W.S. 17-28-105 if applicable;

 

(ii) Has failed to maintain records as required by W.S.17-28-107;

 

(iii) Cannot be served at the address of the registered office;

 

(iv) Has willfully violated or willfully failed to comply withany provision of this chapter; or

 

(v) Cannot be located at the address on the applicationprovided to the secretary of state.

 

(b) A registered agent has complied with W.S. 17-28-107 if hehas timely requested from the entity, either by certified letter or through anengagement letter or other similar document, that the required information beprovided and be kept current within sixty (60) days of any change until theentity's first annual report is accepted for filing with the secretary ofstate. It shall be a defense to an action under paragraph (a)(ii) of thissection if the registered agent notifies the secretary of state of the entity'sfailure to provide the required information or of the registered agent's beliefthat the information is inaccurate, and the registered agent resigns withinsixty (60) days after the date the certified letter requesting information hasbeen sent. No fee shall be assessed a registered agent resigning pursuant tothis subsection.

 

(c) The secretary of state may deny or revoke the registrationof a registered agent who has been convicted of any felony or has had anapplication for commercial registered agent denied or revoked, or in the caseof a registered agent that is a corporation or other business entity, itsofficers, directors, members, partners or persons serving in a similar capacityhave been convicted of any felony or have had an application for commercialregistered agent denied or revoked.

 

(d) In any action pursuant to this section the prevailing partymay recover costs of investigation, court costs and attorney's fees.

 

(e) It shall be a defense to any violation under this sectionif the agent, in the exercise of reasonable diligence could not have knownthat:

 

(i) The information maintained by the agent is inaccurate;

 

(ii) The information provided by the entity represented isinaccurate; or

 

(iii) An entity used the registered agent's identity or addresswithout the registered agent's knowledge or consent.

 

(f) The secretary of state may deny registration, requireenhanced recordkeeping and refuse to accept filings from any registered agentpursuant to this section without a contested case hearing. If a contested casehearing is requested, this authority shall only apply until the hearing isresolved.

 

17-28-110. Reinstatement after administrative dissolution or revocationof authority.

 

(a) Except as otherwise provided by law for specific businessentities, a business entity administratively dissolved or whose certificate ofauthority is revoked for violation of any provision of this chapter may applyto the secretary of state for reinstatement within two (2) years after theeffective date of dissolution or revocation. Reinstatement may be denied by thesecretary of state if the business entity has been the subject of secretary ofstate and law enforcement investigation pertaining to fraud or any otherviolation of state or federal law, or if there is other reason to believe thebusiness entity was engaged in illegal operations.

 

(b) If the secretary of state determines that the businessentity is in compliance with this chapter, he shall cancel the certificate ofdissolution or revocation and prepare a certificate of reinstatement thatrecites his determination and the effective date of reinstatement, file theoriginal of the certificate, and serve a copy on the business entity asprovided in this chapter.

 

(c) When the reinstatement is effective, it relates back to andtakes effect as of the effective date of the administrative dissolution orrevocation and the business entity resumes carrying on its business as if theadministrative dissolution or revocation had never occurred.

 

17-28-111. Rules and regulations.

 

The secretary of state shall have the power reasonablynecessary to perform the duties required of him by this chapter. The secretaryof state shall promulgate reasonable rules and regulations necessary to carryout the purposes of this chapter.

 

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