POINTS TO REMEMBER ABOUT THE
2009 WYOMING REPORTING LAW
In 2008 the Wyoming State Legislature adopted new record-keeping requirements for registered agents for new Wyoming entities that will go into effect January 1, 2009.†††††
The new law requires registered agents to obtain and keep on file in their offices for new Wyoming domestic entities only:
- the names and addresses of each entityís directors, officers, limited liability company managers, managing partners, trustees or persons serving in a similar capacity, and
- the name, address, and business telephone of a natural person who is an officer, director, employee or designated agent of each entity represented who is authorized to receive communications from the registered agent. This information must be received within 60 days of its filing in Wyoming and any changes to the principals of a company also within 60 days of the change, until the company files its first annual report."
- Registered agents must update the company contact information for ALL Wyoming domestic entities ON AN ANNUAL BASIS.
- The registered agentís civil penalty for failure to comply with this provision is $500.00 per violation per entity.
Because of the new record-keeping requirements , Pioneer Corporate Services has adopted the following policies and procedures:
- New domestic entities filing in Wyoming will have to complete and sign the Disclosure of Company Information and send it, along with the articles, to Pioneer Corporate Services before the company files with the Secretary of State. PCS will not file any new Wyoming entities without this disclosure.
- If there is a change in a company’s principals, the company must complete and send a new Disclosure of Company Information to PCS within 60 days of the change.
- This additional information is not public record. The information will only be "subject to periodic, special or other examination by the Secretary of State or his representative [or]
pursuant to court ordered subpoena or to a bona fide law enforcement agency for use in a criminal investigation."
- The new law provides a defense for registered agents if the agent could not have known that the company information and communications contact is inaccurate or if the company uses the registered agentís identity or address without the registered agentís knowledge or consent. Thus, Pioneer Corporate Services WILL NOT file articles that list the PCS address as the principal address of the company IF THE COMPANY HAS FAILED TO REQUEST AND PAY FOR MAIL FORWARDING SERVICES IN ADVANCE.
- PCS will send a Disclosure of Company Information Form with the annual agent fee invoice. The entity must complete and return the form to PCS along with payment of the RA annual fee. PCS will resign as agent if the entity fails to update the information on a yearly basis.
Other changes to filing and annual reports that you should note:
- Beginning January 1, 2009, an entity filed in Wyoming has only 60 DAYS TO FILE ITS ANNUAL REPORT BEFORE THE COMPANY IS ADMINISTRATIVELY DISSOLVED. In the past, companies had a full year to file the annual report.
- On January 1, 2009, the Secretary of State will convert from date received filing to real time filing which means that the stamped filed date will be the date the filing was processed, NOT THE DATE THE FILING WAS RECEIVED IN THE SECRETARY OF STATEíS OFFICE.
Instructions: Please complete the disclosure form on-line and then print and send hard copy of the form, along with the companyís formation documents, to Pioneer Corporate Services for filing. The Wyoming Secretary of State requires original signatures on all filings.
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