(a)  As used in this act, unless the context otherwise requires:

(i)  "Certificate of limited partnership" means the certificate referred to in W.S. 17-14-301, and the certificate as amended or restated;

(ii)  "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;

(iii)  "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in W.S. 17-14-502;

(iv)  "Foreign limited partnership" means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners;

(v)  "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;

(vi)  "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

(vii)  "Limited partnership" and "domestic limited partnership" mean a partnership formed by two (2) or more persons under the laws of this state and having one (1) or more general partners and one (1) or more limited partners;

(viii)  "Partner" means a limited or general partner;

(ix)  "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;

(x)  "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

(xi)  "Person" means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation;

(xii)  "State" means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico;

(xiii)  "Certificate of continuance" means the certificate issued under the provisions of this act to continue a foreign limited partnership in this state;

(xiv)  "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503;

(xv)  "Limited liability limited partnership", except in the phrase "foreign limited liability limited partnership" means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership;

(xvi)  "This act" means W.S. 17-14-201 through 17-14-1104.

(a)  The name of each limited partnership as set forth in its certificate of limited partnership:

(i)  Shall contain without abbreviation the words "limited partnership";

(ii)  Shall not contain the name of a limited partner unless:

(A)  It is also the name of a general partner or the corporate name of a corporate general partner; or

(B)  The business of the limited partnership had been carried on under that name before the admission of that limited partner.

(iii)  Repealed by Laws 1995, ch. 45, § 2.

(iv)  Shall not be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401.

(a)  The exclusive right to the use of a name may be reserved by:

(i)  Any person intending to organize a limited partnership under this act and to adopt that name;

(ii)  Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;

(iii)  Any foreign limited partnership intending to register in this state and adopt that name; and

(iv)  Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.

(b)  The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days. The reservation of a name is not renewable. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

(a)  Each limited partnership shall continuously maintain in this state:

(i)  An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and

(ii)  A registered agent for service of process on the limited partnership as provided in W.S. 17-28-101 through 17-28-111.

(b)  The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited partnerships.

(a)  Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following:

(i)  A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the limited partners;

(ii)  A copy of the certificate of limited partnership and all certificates of amendment thereto, and any application for and certificate of continuance, together with executed copies of any powers of attorney pursuant to which any certificate or application has been executed;

(iii)  Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;

(iv)  Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three (3) most recent years; and

(v)  Unless contained in a written partnership agreement, a writing setting out:

(A)  The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(B)  The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(C)  Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(D)  Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b)  Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

(a)  The secretary of state shall charge and collect the following fees:

(i)  For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00);

(ii)  For filing a certificate of amendment or cancellation, or for filing a reservation of name, sixty dollars ($60.00);

(iii)  Repealed By Laws 2000, Ch. 35, § 2.

(iv)  Repealed By Laws 2000, Ch. 35, § 2.

(v)  For registering a foreign limited partnership, a fee of one hundred fifty dollars ($150.00).

(b)  In addition to the fees provided under subsection (a) of this section, each limited partnership or foreign limited partnership shall comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation.

(c)  Any limited partnership or foreign limited partnership failing to comply with subsection (b) of this section or failing to pay any penalty imposed under W.S. 17-28-109 may be dissolved or its franchise revoked by the secretary of state as if it were a corporation.

(d)  Notwithstanding any other provisions of this section, any Wyoming limited partnership dissolved or whose franchise is revoked under subsection (c) of this section may be reinstated as provided in W.S. 17-14-905.