(a)Subject to subsection (b) of this section, any limited liability company organized for any purpose except acting as an insurer as defined in W.S. 26‑1‑102(a)(xvi), or acting as a financial institution as described by W.S. 13‑1‑101(a)(ix) under the laws of any foreign jurisdiction may, if the foreign jurisdiction confirms in writing that the limited liability company’s domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued continuing the foreign limited liability company in Wyoming as if it had been organized in this state. The certificate of registration may be subject to any limitations and conditions as may appear proper to the secretary of state.
(b)The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the foreign jurisdiction in which the limited liability company was previously organized.
(c)The articles of continuance filed by a foreign limited liability company with the secretary of state shall contain:
(i)A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter;
(ii)The names of the limited liability company and the foreign jurisdiction in which it has previously been lawfully organized;
(iii)The date of organization and the period of duration;
(iv)The address of its principal mailing address;
(v) The name and address of the proposed registered agent in this state;
(vi)The business purposes which it proposes to pursue in this state;
(vii)The names and respective business addresses of its members or, if the limited liability company has a manager or managers, the names and respective business addresses of the manager or managers;
(viii)Repealed By Laws 2000, Ch. 35, § 2.
(ix)A statement that the limited liability company will abide by the constitution and laws of this state;
(x)Any additional information necessary or appropriate to enable the secretary of state to determine whether the limited liability company is entitled to a certificate of registration evidencing its authority to transact business in the state and to determine and assess any fees and taxes under the laws of this state;
(xi)Any additional information permitted in articles of organization under W.S. 17‑15‑107(a)(xi).
(d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the limited liability company and shall be verified by the officer signing the application.
(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the limited liability company’s articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Wyoming Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued limited liability company. The limited liability company may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance.
(f) Except for the purpose of W.S. 16‑6‑101 through 16‑6‑118, the existence of any limited liability company heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the limited liability company commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to a limited liability company continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign limited liability company is continued under this act, the continuance shall not affect the ownership of its property, or its liability for any existing obligations, causes of action, claims, pending or threatened prosecution or civil or administration actions, convictions, rulings, orders or judgments.
(g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership.