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Wyoming seems poised to pass the bill that closes loopholes for Wyoming entities

Posted by Clyde Hutchins | Feb 15, 2017 | 0 Comments

HB 22 Advances without opposition in the Wyoming legislature

I have been following a bill in Wyoming, there is a bill pending before the Wyoming legislature that would remove some of the loopholes that allow great anonymity for Wyoming company owners. The bill is advancing without opposition in the legislature and seems to be on the fast track to approval this session. During its consideration in the legislature, the legislature made two important modifications to the bill as it progressed. The legislature removed the "business address" requirement, and it further defined who can be a designated contact for the entities.

Business Address

One of the changes was the removal of the requirement that the company contact have a "business address" listed with the Secretary of State. That section was modified to require that a mailing address, and if different, the physical address of the entity's contact be listed. This reflects the longstanding problem of defining what is a "business address." If the business address is not defined in the statute, then it becomes problematic requiring that a company report its business address. The reason this is an issue is because many Wyoming companies do not actually have a storefront, office, factory building or warehouse. Instead, many companies operate out of someone's home or a virtual office somewhere and have no actual physical office location. It is difficult to require that a "business address" be reported when that term is not well defined. Furthermore, the address requirement is tied to the designated contact of the company. Many of the designated contacts do not have offices or business addresses.

Designated Contact

As the bill progressed, the legislature further defined who can be the designated contact of a Wyoming entity. Currently, the law requires that Wyoming entities have the name of a natural person on file with the registered agent, who is authorized to receive communications for the entity. In practice, many Wyoming entities have simply used the registered agent, or employee of a registered agent to be the natural person. In other cases, some entities have utilized the company lawyer as the designated contact. This tactic creates obstacles for the Secretary of State or law enforcement in discovering who is actually behind a company.

The legislature has made great strides in defining who can be the designated contact. If passed, the new bill would require that the designated contact of the company be one of the following: (a) Director; (b) Officer; (c) limited liability company member or manager; (d) managing partner; (e) trustee; or (f) employee (provided that the employee is not the entity's registered agent or an employee of the entity's registered agent.). This change eliminates the laxity allowed by the current version of the law. In the future, there will have to be a real person, who is actually associated with the company, listed as the designated contact.

UPDATE: HB 22 was passed as Enrolled Act 105 and became law, effective July 1, 2017.

About the Author

Clyde Hutchins

Clyde Hutchins is the founder of Harmony Law. Prior to opening Harmony Law, Mr. Hutchins worked in the Wyoming Attorney General's Office for several years where he developed a strong consumer protection enforcement unit. In that position he led over 120 investigations and enforcement actions under the Consumer Protection Act. He worked on numerous joint cases with the Federal Trade Commission and other states, including Colorado, on consumer protection matters. Mr. Hutchins is also a contributing author to Consumer Protection Law Developments, Second Edition. Previous to his work in the Attorney General's Office, Mr. Hutchins was in private practice in Anchorage, Alaska where he was the chief litigator for a firm. Mr. Hutchins represented municipalities on various matters. Mr. Hutchins provided counsel to businesses and investment advisors regarding compliance with securities laws. He was also a bond lawyer and worked on municipal financing matters. Prior to that, Mr. Hutchins practiced civil litigation with a law firm in Cheyenne, Wyoming. Mr. Hutchins devotes his spare time to his family, traveling and enjoying the great outdoors.

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