HB 125

 2026  26LSO-0462
                                STATE OF WYOMING
                                HOUSE BILL NO. HB0125
 Business entity forced dissolution for fraud.
 Sponsored  by:     Representative(s) Lucas, Guggenmos, Hoeft,
                          McCann, Ottman and Smith and Senator(s)
                          Pearson
                                         A BILL
                                           for
1 AN     ACT    relating  to     corporations,  partnerships      and
2 associations; providing for administrative dissolution of
3 or revocation of certificate of authority for corporations,
4 limited liability companies and  statutory      foundations as
5 specified; and providing for an effective date.
6
7 Be It Enacted by the Legislature of the State of Wyoming:
8
9Section  1.   W.S.     17-16-1420(a)(vi)(D),  (E)    and    by
10 creating      a    new       subparagraph       (F),   17-16-1530(a)(viii)(C),
11 (D)     and  by       creating       a     new     subparagraph  (E),
12 17-19-1420(a)(v)(C), (D) and by creating a new subparagraph
13 (E),    17-19-1530(a)(vii)(C),  (D)    and    by    creating    a    new
14 subparagraph (E), 17-29-705(c)(iii)(D), (E) and by creating
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1 a new subparagraph (F) and 17-30-904(h)(iii)(D), (E) and by
2 creating a new subparagraph (F) are amended to read:
3
417-16-1420.  Grounds for administrative dissolution.
5
6(a)    The secretary of state may commence a proceeding
7 under    W.S.     17-16-1421  to     administratively  dissolve     a
8 corporation if any of the following has occurred:
9
10(vi)    It     is    in       the     public    interest  and   the
11 corporation:
12
13(D)    Is     owned      or     controlled       by    a    foreign
14 government or foreign nongovernment person determined to be
15 a   foreign     adversary  by    the       United   States      secretary       of
16 commerce and specified in 15 C.F.R. 791.4(a) or a successor
17 regulation, except if the ownership or control has been
18 approved     by   the      committee  on    foreign    investment  in   the
19 United States; or
20
21(E)    Has        provided        false      or        fraudulent
22 information to the registered agent, as determined by the
23 secretary of state during or following an examination of
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1 records       pursuant  to      W.S.  17-28-108        or     following
2 notification by the registered agent;. or
3
4(F)     Has       a        board     member       who    has       been
5 convicted     of   or     found       civilly        liable     for    any       act   that
6 constitutes fraud against another person under the laws of
7 the United States or the laws of this state.
8
917-16-1530.        Grounds for revocation.
10
11(a)    The secretary of state may commence a proceeding
12 under     W.S.     17-16-1531  to       revoke     the      certificate  of
13 authority of a foreign corporation authorized to transact
14 business in this state if:
15
16(viii)      It   is     in       the     public    interest        and   the
17 corporation:
18
19(C)     Is      owned       or     controlled      by    a    foreign
20 government or foreign nongovernment person determined to be
21 a   foreign      adversary       by    the       United    States       secretary        of
22 commerce and specified in 15 C.F.R. 791.4(a) or a successor
23 regulation, except if the ownership or control has been
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1 approved     by    the    committee  on   foreign    investment       in    the
2 United States; or
3
4(D)    Has  provided      false        or      fraudulent
5 information to the registered agent, as determined by the
6 secretary of state during or following an examination of
7 records      pursuant  to        W.S.      17-28-108        or      following
8 notification by the registered agent;. or
9
10(E)    Has        a        board   member        who     has     been
11 convicted     of    or    found       civilly        liable    for     any    act    that
12 constitutes fraud against another person under the laws of
13 the United States or the laws of this state.
14
1517-19-1420.        Grounds for administrative dissolution.
16
17(a)   The secretary of state may commence a proceeding
18 under     W.S.     17-19-1421  to    administratively  dissolve     a
19 corporation if any of the following has occurred:
20
21(v)    It     is        in    the      public     interest       and     the
22 corporation:
23
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1(C)    Is     owned     or    controlled        by   a   foreign
2 government or foreign nongovernment person determined to be
3 a   foreign      adversary      by   the       United   States      secretary      of
4 commerce and specified in 15 C.F.R. 791.4(a) or a successor
5 regulation, except if the ownership or control has been
6 approved     by   the     committee       on     foreign    investment       in   the
7 United States; or
8
9(D)    Has       provided        false     or        fraudulent
10 information to the registered agent, as determined by the
11 secretary of state during or following an examination of
12 records       pursuant       to      W.S.        17-28-108       or      following
13 notification by the registered agent;. or
14
15(E)    Board member has been convicted of or
16 found civilly liable for any act that constitutes fraud
17 against another person under the laws of the United States
18 or the laws of this state.
19
2017-19-1530.        Grounds for revocation.
21
22(a)    The secretary of state may commence a proceeding
23 under     W.S.     17-19-1531        to     revoke      the    certificate        of
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1 authority of a foreign corporation authorized to transact
2 business      in   this       state  if       any   of    the     following  has
3 occurred:
4
5(vii)      It   is        in       the    public     interest  and     the
6 corporation:
7
8(C)       Is    owned  or     controlled       by     a    foreign
9 government or foreign nongovernment person determined to be
10 a   foreign    adversary  by    the  United     States       secretary       of
11 commerce and specified in 15 C.F.R. 791.4(a) or a successor
12 regulation, except if the ownership or control has been
13 approved    by     the    committee  on    foreign     investment  in    the
14 United States; or
15
16(D)       Has        provided  false        or     fraudulent
17 information to the registered agent, as determined by the
18 secretary of state during or following an examination of
19 records       pursuant  to        W.S.  17-28-108  or     following
20 notification by the registered agent;. or
21
22(E)       Has       a        board      member       who     has        been
23 convicted     of    or    found  civilly  liable     for    any        act    that
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1 constitutes fraud against another person under the laws of
2 the United States or the laws of this state.
3
417-29-705.      Administrative forfeiture of authority and
5 articles of organization.
6
7(c)     A limited liability company shall be deemed to be
8 transacting business within this state without authority,
9 to    have   forfeited      any       franchises,  rights       or   privileges
10 acquired under the laws thereof and shall be deemed defunct
11 and    to    have   forfeited  its       articles      of   organization        or
12 certificate of authority acquired under the laws of this
13 state, and the forfeiture shall be made effective in the
14 manner provided in subsection (a) of this section, if:
15
16(iii)   It   is        in       the   public    interest  and   the
17 limited liability company or any of its members:
18
19(D)     Is    owned  or   controlled        by   a   foreign
20 government or foreign nongovernment person determined to be
21 a    foreign    adversary        by    the       United    States      secretary       of
22 commerce and specified in 15 C.F.R. 791.4(a) or a successor
23 regulation, except if the ownership or control has been
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1 approved     by   the     committee       on    foreign    investment       in   the
2 United States; or
3
4(E)    Has      provided        false        or   fraudulent
5 information to the registered agent, as determined by the
6 secretary of state during or following an examination of
7 records      pursuant        to     W.S.  17-28-108       or    following
8 notification by the registered agent;. or
9
10(F)    Has been convicted of or found civilly
11 liable for any act that constitutes fraud against another
12 person under the laws of the United States or the laws of
13 this state.
14
1517-30-904.       Administrative forfeiture of authority and
16 articles of formation.
17
18(h)   A    statutory       foundation       shall    be     deemed   to     be
19 operating     within      this    state        without    authority,    to       have
20 forfeited any rights or privileges acquired under the laws
21 of this state and shall be deemed to have forfeited its
22 articles of formation filed in this state if:
23
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1(iii)    The      public  interest     is  served    by
2 forfeiture and the statutory foundation, its founder or any
3 other person authorized to act on behalf of the statutory
4 foundation:
5
6(D)    Is      owned    or     controlled       by    a   foreign
7 government or foreign nongovernment person determined to be
8 a   foreign    adversary       by   the        United   States      secretary      of
9 commerce and specified in 15 C.F.R. 791.4(a) or a successor
10 regulation, except if the ownership or control has been
11 approved   by    the     committee        on    foreign    investment        in   the
12 United States; or
13
14(E)    Has       provided        false      or        fraudulent
15 information to the registered agent, as determined by the
16 secretary of state during or following an examination of
17 records       pursuant       to     W.S.  17-28-108        or      following
18 notification by the registered agent;. or
19
20(F)    Has been convicted of or found civilly
21 liable for any act that constitutes fraud against another
22 person under the laws of the United States or the laws of
23 this state.
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1
2Section 2.   This act is effective July 1, 2026.
3
4(END)
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