Chapter 1
     General Provisions

 

Section 1.Authority and Purpose.  The secretary of state is adopting these rules to promote the uniform administration of the Registered Offices and Agents Act, (the Act).  The secretary of state is authorized to promulgate rules pursuant to W.S. 17-28-111.

 

Section 2.Applicability. These rules apply to all registered agents and all business entities required by law to file with the secretary of state.

Section 3.Definitions.

 

(a)"Bona fide law enforcement agency" means a law enforcement agency, foreign or domestic, that is investigating a potential criminal violation by a business entity or a registered agent.

 

(b)"Business address" means the physical street address of the communications contact person.

 

(c)"Business entity" means a corporation, limited liability company, limited partnership, registered limited liability partnership, limited liability limited partnership, or statutory trust or statutory foundation, whether for profit or nonprofit, or any other business type that is required to register with the secretary of state.

 

(d)"Business office" means registered office as defined by W.S. 17-28-101(a)(i) and these rules. 

 

(e)"Commercial Registered Agent" or "CRA" means a registered agent which serves for more than ten (10) entities, or a registered agent which serves as a registered agent for an entity which is itself a Commercial Registered Agent.

 

(f)"Consent form" means a form prescribed by the secretary of state, which is required to be filed with the secretary of state, upon which a business entity verifies that it has elected to file the required records pursuant to W.S. 17-28-107(b).

 

(g)"Contract creating an agency relationship" see "written agreement creating an agency relationship."

 

(h)"Court ordered subpoena" means a validly issued subpoena from a court of competent jurisdiction.  A "court ordered subpoena" does not mean a subpoena issued by an attorney, as allowed by court rules.

 

(i)"Delinquent awaiting administrative dissolution" means the status of a business entity when its registered agent has resigned and no successor has been appointed to represent the business entity.

 

(j)"Domestic entity" means a business entity formed in Wyoming.

 

(k)"Each violation" means each instance where the Act is violated by a registered agent per each business entity represented. As applied, if a registered agent represents five (5) entities and violates the Act in the same way for each entity, each violation would equate to five (5) separate violations of the Act.

 

(l)"Entity" or "entities" means business entity or business entities.

 

(m)"Foreign" means an entity not formed under Wyoming law.

 

(n)"Mailing address" means an address where mail is received and it may be separate from the physical street address. The mailing address may be a post office box.

 

(o)"Natural person" means an individual who is not a business entity, association, or other legal or commercial entity.

 

(p)"Notice of resignation" means the notice that a registered agent sends to the business entities they represent to inform those entities that they are resigning.

 

(q)"Physical location" means the physical street location of the registered office, which is not a post office box or a drop box.

 

(r)"Physical street address" or "street address" means physical street location of the registered office, which is not a post office box or a drop box.

 

(s)"Place of business" as referenced in W.S. 17-28-101 means any location that has a street address in Wyoming, which is not a post office box or a drop box.

 

(t)"Principal office" means the principal place of business for the entity, regardless of location, and which may be, but does not need to be, a registered office.

 

(u)"Record" means any information as defined by W.S. 17-28-107 and 108.

 

(v)"Registered agent" means an individual or business entity as defined by W.S. 17-28-101(a)(ii).  Each registered agent shall have only one name and registered office address on file with the secretary of state.

 

(w)"Registered office" means an address that may be the same as any of its places of business but shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process as provided in W.S. 17-28-104 and is physically present at that location, which is not a post office box or drop box.

 

(x)"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

 

(y)"Statement of resignation" means a statement of resignation filed with the secretary of state.

 

(z)"Thirty days" means thirty (30) calendar days.

 

(aa)"Thirty-five days" means thirty-five (35) calendar days.

 

(bb)"Written agreement creating an agency relationship" means any written document that establishes or grants authority to one or more natural persons or to one or more particular positions, such as a receptionist, to accept service of process for the registered agent for the entities served by that registered agent. Such document may be, but is not limited to, a contract, a letter agreement, or a clause within an employment contract. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually.

 

Section 4.Fees.

 

(a)   Annual registration of Commercial Registered Agent$50.00

 

(b)   Registered Agent Information Update        $5.00 per affected entity

 

(c)    Resignation of Registered Agent        $5.00 per affected entity

 

(d)   Appointment of New Registered Agent and Office                $5.00

 

Section 5.Denial of Consent to Appointment.

 

(a)If the incorporator, organizer, or other person serving in similar capacity of a business entity fails to obtain the registered agent's express consent to appointment and fraudulently asserted the same in the online formation documents for a business entity, then the registered agent may file a Denial of Consent to Appointment at any point after discovering the fraud.

 

(b)After receiving and validating the Denial of Consent, the secretary of state shall:

 

(i)Remove the registered agent's name, address, and other contact information from the business entity's information; and

 

(ii)Notify the business at the last known mailing or email address.