Chapter 10

Commercial Registered Agents

 

Section 1.Applicability.  This chapter applies to only Commercial Registered Agents (CRAs) required by law to file with the secretary of state.

 

Section 2.Registration Requirements.

(a)               A registered agent that represents more than ten (10) entities shall annually register with the secretary of state as a CRA.

 

(i)                 A registered agent representing an entity that is itself registered as a Commercial Registered Agent must also register as a CRA.

 

(ii)               In any chain of agency service for an entity or entities serving as a Commercial Registered Agent as described above, there must be a qualified natural person serving as a Commercial Registered Agent at the end of the chain.

 

(b)               A registered agent shall file an application with the secretary of state that is sworn under penalty of perjury and which contains the following information:

 

(i)                 Legal name of applicant;

 

(ii)               Applicant's physical street address of its registered office where service on the entities represented by the applicant may be made.  The physical street address may not be a post office box or drop box;

 

(iii)             An optional mailing address may be included on the application in addition to the physical street address;

 

(iv)             Whether the applicant has ever been convicted of a felony;

 

(v)               In the case of a registered agent that is an entity, whether any of the officers, directors, members, partners or persons serving in a similar capacity have ever been convicted of a felony;

 

(vi)             The name, physical street address and phone number of the person who has authority to act on behalf of the Commercial Registered Agent;

 

(vii)           If the applicant is a natural person, a statement that the applicant is 18 years or older;
 

(viii)         Registered office information, including:

 

(A)              Physical street address of office;

 

(B)              Phone number of office;

 

(C)              Normal business hours of office; and

 

(D)              Name of natural person who is authorized or the position that is authorized to accept service on behalf of the Commercial Registered Agent.

 

(ix)             At the agent's election, a request to appear on the published list of Commercial Registered Agents pursuant to these rules and certification of compliance with the requirements thereof.

 

(c)               Registration shall be valid for not more than one year and shall expire on December 31 of each year.

 

Section 3.Failure to Register.

 

(a)               Failing to register annually as a Commercial Registered Agent does not constitute resignation.

 

(b)               A Commercial Registered Agent may reregister for the following year from October 1 through December 31 of the current year.

 

(c)               On January 1 of each year, the secretary of state shall begin dissolution, revocation or forfeiture proceedings, as appropriate, against all entities represented by a Commercial Registered Agent whose registration has expired and who has failed to register as a Commercial Registered Agent by December 31 of the previous year.

 

(d)               In order to stop the dissolution process, the business entity must file an Appointment of New Registered Agent and Office form with the secretary of state, in accordance with the Registered Offices and Agents Act (the Act) and rules.  The business entity may choose a different registered agent or the same registered agent as it had previously if that registered agent again becomes qualified.

 

(e)               The registered agent shall remain responsible for all of the requirements under the Act and these rules for all entities represented until they either resign according to the Act and these rules or they register.

Section 4.Public List.

 

(a)               Pursuant to W.S. 17-28-106(d), the secretary of state may publish a list of Commercial Registered Agents, as it sees fit for the benefit of the public. The list may be in any order and format the secretary of state deems necessary and fair.

(b)               For a Commercial Registered Agent to be eligible to appear on the public list, the agent shall:

 

(i)                 Be fully compliant with the Registered Offices and Agents Act;

 

(ii)               If the agent is a business entity, be in good standing with the secretary of state;

 

(iii)             Not be sanctioned within or outside of Wyoming, if the agent purports to be licensed or a registered professional;

 

(iv)             Not engage in misleading, deceptive, or harmful advertising or business practices;

 

(v)               Not market shell, shelf or aged-shelf companies;

 

(vi)             Not market business formation with promises of anonymity, secrecy, hidden owners, or substantially similar claims;

 

(vii)           Not have any bona fide complaints against the agent from customers for a period of two (2) years, as determined by the secretary of state; and

 

(viii)         Comply with secretary of state audits and requests for information necessary to ascertain compliance with qualifications to appear in the published Commercial Registered Agent list.