S.F. No. 0074

Corporations and limited liability companies.

Sponsored By: Senator(s) Hanes and Representative(s) Petersen

AN ACT relating to corporations, partnerships and associations; authorizing conversion of limited liability companies and corporations, as specified; providing the effect of conversion; and providing for an effective date.

1/14/2003 Bill Number Assigned

1/15/2003 S Received for Introduction

1/16/2003 S Introduced and Referred to S01

1/31/2003 S01 Recommended Do Pass

ROLL CALL

Ayes: Senator(s) Burns, Decaria, Goodenough, Hanes and Meier

Ayes 5 Nays 0 Excused 0 Absent 0 Conflicts 0

1/31/2003 S Placed on General File

2/5/2003 S Passed CoW

2/6/2003 S Passed 2nd Reading

2/7/2003 S Amendments Considered

SF0074S3001/A ADOPTED

Page 1-line 3 After "companies" delete "and" insert ","; after "corporations" insert "and other entities".

Page 1-line 8 After "17-16-1115" delete "and" insert ",".

Page 1-line 9 After "17-16-1116" insert "and 17-26-101".

Page 6-after line 18 Insert and renumber:

"CHAPTER 26

CONVERSION

17-26-101. Conversion of entities.

(a) Any entity, domestic or foreign, may convert to any other entity, domestic or foreign, pursuant to this section. An "entity" means a corporation, partnership, limited partnership, cooperative, limited liability company, registered limited liability partnership, nonprofit association, any other trust or association organized under the laws of this state or the laws of another state that are the functional equivalent.

(b) A domestic entity may be converted into any form of foreign entity recognized in that foreign jurisdiction pursuant to this section.

(c) A foreign entity may be converted into a domestic entity if the conversion is authorized pursuant to the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, registration statement or other document of similar import filed or recorded by or for an entity in the jurisdiction in which the entity is formed.

(d) The converting domestic or foreign entity shall approve the terms and conditions of the conversion in accord with the documents enumerated in subsection (c) of this section.

(e) After the conversion is approved, the newly converted domestic entity shall file the appropriate document of organization as enumerated in subsection (c) of this section and include:

(i) Information that clearly names and identifies the converting entity and the newly converted entity;

(ii) The state of original formation and the date of original organization; and

(iii) Proof that conversion is approved by the owners or members of the converting entity in accordance with the authority given the converting entity.

(f) The conversion takes effect when the appropriate document of organization enumerated in subsection (c) of this section is filed or at any later date specified in the document.

(g) Upon conversion, all property owned by the converting entity remains in the newly converted entity. All obligations of the converting entity continue as obligations of the newly converted entity. Any action or proceeding pending against the converting entity may be continued as if the conversion had not occurred.". HANES

2/7/2003 S Passed 3rd Reading

ROLL CALL

Ayes: Senator(s) Anderson, J., Barrasso, Barton, Boggs, Burns, Caller, Case, Cathcart, Coe, Decaria, Devin, Erb, Geis, Goodenough, Hanes, Hawks, Hines, Kunz, Larson, Massie, Meier, Mockler, Northrup, Peck, Roberts, Schiffer, Scott, Sessions and Vasey.

Excused: Senator(s) Job

Ayes 29 Nays 0 Excused 1 Absent 0 Conflicts 0

2/10/2003 H Received for Introduction

2/10/2003 H Introduced and Referred to H01

2/19/2003 H01 Recommended Amend and Do Pass

ROLL CALL

Ayes: Representative(s) Alden, Bagby, Berger, Buchanan, Landon, Olsen, Petersen, Simpson and Warren

Ayes 9 Nays 0 Excused 0 Absent 0 Conflicts 0

2/19/2003 H Placed on General File

2/24/2003 H Amendments Considered

SF0074HS001/AE (TO ENGROSSED COPY) ADOPTED

Page 7-line 7 After "section." delete balance of the line.

Page 7-lines 8 through 10 Delete entirely and insert "As used in this section, "entity" means any entity authorized to be formed under this title and". SIMPSON, CHAIRMAN

2/24/2003 H Passed CoW

2/25/2003 H Passed 2nd Reading

2/26/2003 H Passed 3rd Reading

ROLL CALL

Ayes: Representative(s) Alden, Anderson, R., Bagby, Baker, Berger, Boswell, Brechtel, Buchanan, Bucholz, Childers, Cohee, Cooper, Diercks, Edwards, Esquibel, Gentile, Gilmore, Hageman, Harshman, Harvey, Hinckley, Iekel, Illoway, Jansen, Johnson, L., Johnson, W., Jones, Jorgensen, Landon, Latta, Law, Lockhart, Luthi, Martin, McMurtrey, McOmie, Meuli, Meyer, Miller, D., Morgan, Nicholas, Olsen, Osborn, Parady, Petersen, Philp, Powers, Prosser, Reese, Robinson, Ross, Semlek, Simpson, Slater, Thompson, Tipton, Walsh, Warren, Wasserburger and Wostenberg.

Ayes 60 Nays 0 Excused 0 Absent 0 Conflicts 0

2/28/2003 S Did Concur

ROLL CALL

Ayes: Senator(s) Anderson, J., Barrasso, Barton, Boggs, Burns, Caller, Case, Cathcart, Coe, Decaria, Devin, Erb, Geis, Goodenough, Hanes, Hawks, Hines, Job, Kunz, Larson, Massie, Meier, Mockler, Northrup, Roberts, Schiffer, Scott, Sessions and Vasey.

Excused: Senator(s) Peck

Ayes 29 Nays 0 Excused 1 Absent 0 Conflicts 0

2/28/2003 Assigned Number SEA 0052

3/1/2003 S President Signed SEA No. 0052

3/1/2003 H Speaker Signed SEA No. 0052

3/4/2003 Governor Signed SEA No. 0052

Chapter No. 0119 Session Laws of Wyoming 2003.