The Foreign Limited Partnership Application for Certificate of Registration is the Wyoming Secretary of State form that a limited partnership organized outside Wyoming uses to apply for a certificate of registration to transact business in the state. A general partner signs it, and it must be accompanied by an original certificate of existence/good standing from the state or country of formation. On FillingPDF you can fill out the form online and download or print the completed PDF; the Secretary of State publishes the official PDF and receives the filing through the channel described below.
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What is FLP-CertificateRegistration?
The Foreign Limited Partnership Application for Certificate of Registration is the Wyoming Secretary of State form by which a limited partnership organized under the laws of another state or country applies, under W.S. §17-14-1002, for a Certificate of Registration to transact business in Wyoming.
The form has 14 numbered articles. They give the partnership's name as organized and the name it proposes to register in Wyoming, whether it elects to be a limited liability limited partnership (LLLP), the state or country and date of formation, and the period of duration. They also ask for the mailing, principal office and records addresses, the Wyoming registered agent, each general partner, and the date the partnership began or will begin doing business in Wyoming. Article 14 is a certification consenting, on behalf of the entity, to accept electronic service of process at the email address given on the form under the circumstances in W.S. 17-28-104(e).
W.S. §17-14-1004 requires the name of a foreign limited partnership to include the words "limited partnership" without abbreviation. An LLLP may include that designation in its name.
The PDF also contains the Secretary of State's Limited Partnership Instructions page (revised May 2022), with filing notes, and a one-page Consent to Appointment by Registered Agent (form RAConsent, revised December 2021). The application itself is marked FLP-CertificateRegistration, revised June 2021.
Who needs to file FLP-CertificateRegistration?
A foreign limited partnership that wants to transact business in Wyoming files this application. "Foreign" here means the partnership is formed under the laws of a state or country other than Wyoming, as article 4 of the form asks. A general partner signs the certification in article 14.
Other people who take part:
- The registered agent. Every application names a Wyoming registered agent in article 11. The agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming, and must have a physical address in Wyoming. The agent executes the Consent to Appointment by Registered Agent included in the PDF.
- An existing registered agent whose address changed. If the agent's address on record does not match the address on this form, a Registered Agent Information Update form is also required.
- A partnership electing LLLP status. It checks the box in article 3 and may include the designation in its name.
The form warns that a limited partnership doing business in Wyoming without authority is subject to back taxes and penalties under W.S. 17-16-1502(d).
When to file FLP-CertificateRegistration
File the application before the partnership begins doing business in Wyoming. Article 13 asks for the date the partnership began or will begin doing business there, and the form warns that doing business without authority is subject to back taxes and penalties under W.S. 17-16-1502(d).
The required certificate of existence/good standing must be dated not more than sixty (60) days before the filing in Wyoming, so order it close to the time you mail the application.
The Secretary of State's instructions give a processing time of up to 15 business days after the office receives the filing. Wyoming statutes do not allow expedited filing at this time, and filings are processed in the order received. The website http://wyobiz.wyo.gov shows which day is currently being processed.
After registration, annual reports are due every year on the first day of the anniversary month of formation. If the report is not paid within 60 days of the due date, the entity is subject to dissolution.
Documents you need
- Original certificate of existence/good standing, dated not more than sixty (60) days before filing in Wyoming and authenticated by the Secretary of State or official having custody of corporate records in the state or country of formation.
- Consent to Appointment by Registered Agent (form RAConsent, included in the same PDF), executed by the registered agent with signature, date, print name, title, daytime phone and email.
- Registered Agent Information Update form, only if the registered agent already exists and the address on record does not match the address given on this form.
- Check or money order for the filing fee, payable to Wyoming Secretary of State; the amount is not stated here.
How to fill out FLP-CertificateRegistration
Enter the two partnership names
Article 1: the name of the limited partnership as organized. Article 2: the name it proposes to register and transact business under in Wyoming, which must include the words "limited partnership" without abbreviation.
Choose LLLP status if electing
Article 3: check the box only if the partnership elects to be a limited liability limited partnership (LLLP). The designation may then appear in the name, as "Limited Partnership LLLP" or "Limited Liability Limited Partnership".
Give formation details and duration
Article 4: the state or country of formation. Article 5: the date of formation in mm/dd/yyyy. Article 6: the period of duration the partnership intends, most commonly "perpetual".
Enter mailing and principal addresses
Article 7: the mailing address of the limited partnership. Article 8: its principal office address.
Complete the office and records addresses
Article 9: the office required to be maintained in the state of organization, or the principal office if none is required. Article 10: the office where the list of limited partners and capital contributions is kept. For each, check the box if it matches the article 8 address.
Identify the registered agent
Article 11: the agent's name and Wyoming physical address, including any suite number. A Drop Box is not acceptable; list a PO Box only in addition to the physical address.
List each general partner
Article 12: the name and business address of every general partner.
State the date business begins
Article 13: enter in mm/dd/yyyy the date the partnership began or will begin doing business in Wyoming.
Check the certification and sign
Article 14: check the box consenting to electronic service of process. A general partner signs, enters the date in mm/dd/yyyy and prints the name, then adds the contact person, daytime phone number and a required email address.
Complete the registered agent's consent
On the Consent to Appointment by Registered Agent page, enter the agent's name, registered office address and the entity name. The agent signs, dates it, prints name, title, daytime phone and email, and adds a mailing address if different.
Prepare the required attachment
Obtain the original certificate of existence/good standing, dated not more than sixty (60) days before filing and authenticated by the official in the state or country of formation.
Review and download the completed PDF
Check every article, signature and date, since incomplete forms cannot be processed. Download or print the completed PDF from FillingPDF and assemble the package described under How to submit.
How to submit FLP-CertificateRegistration
The instructions page that comes with the form tells you to mail your documents to the Wyoming Secretary of State. It names no other channel.
- By mail: Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020.
- Package: the completed application, the original certificate of existence/good standing, the Consent to Appointment by Registered Agent, and payment of the filing fee.
- Payment: a filing fee applies. Make the check or money order payable to Wyoming Secretary of State. For the current amount, contact the office at 307.777.7311 or [email protected].
- Questions and status: call 307.777.7311 or email [email protected]. The website http://wyobiz.wyo.gov shows which day is currently being processed.
Review the form before you send it: the Secretary of State's Office is unable to process incomplete forms. Email addresses on the form receive reminders, notices and filing evidence. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Attaching a certificate of existence/good standing dated more than sixty (60) days before the filing in Wyoming.
- Attaching a plain copy or an unauthenticated certificate; the instructions call for an original authenticated by the Secretary of State or official having custody of corporate records in the state or country of formation.
- Abbreviating the name instead of spelling out "Limited Partnership"; W.S. §17-14-1004 requires the words without abbreviation.
- Giving a Drop Box as the registered agent's address, or a PO Box without a physical Wyoming address; also leaving out a suite number that is part of the registered office address.
- Entering how long the partnership has existed in article 6; the form asks for the length of time it intends to exist, most commonly "perpetual".
- Leaving the article 14 box unchecked or the email address blank; the form calls the certification required and an email address is required.
- Sending the application without the registered agent's signed Consent, or without the Registered Agent Information Update form when the agent's address on record differs.
- Making the check or money order payable to anyone other than Wyoming Secretary of State, or mailing an incomplete form that the office cannot process.
Frequently asked questions
What is the Wyoming certificate of registration for a foreign limited partnership?
It is the certificate the Wyoming Secretary of State issues, on this application under W.S. §17-14-1002, to a limited partnership formed in another state or country so it can transact business in Wyoming. The application is the Foreign Limited Partnership Application for Certificate of Registration.
Do I need a certificate of existence to get a certificate of registration?
Yes. The application must be accompanied by an original certificate of existence/good standing, dated not more than sixty (60) days before filing in Wyoming, authenticated by the Secretary of State or official holding corporate records in the state or country of formation.
How long does the Wyoming Secretary of State take to process this filing?
Up to 15 business days after the office receives it. Wyoming statutes do not allow expedited filing at this time, so filings are handled in the order received. The website http://wyobiz.wyo.gov shows which day is currently being processed.
Where do I mail the foreign limited partnership application?
Mail it to the Wyoming Secretary of State, Herschler Building East, Suite 101, 122 W 25th Street, Cheyenne, WY 82002-0020. The instructions name mail as the way to send documents; questions go to 307.777.7311 or [email protected].
Is there a filing fee and how do I pay it?
Yes, a filing fee applies. Make a check or money order payable to Wyoming Secretary of State and include it with the mailed filing. For the current amount, call the office at 307.777.7311 or email [email protected].
Can the registered agent use a PO Box?
Only in addition to a physical address. The registered agent must have a physical address in Wyoming, including any suite number, and a Drop Box is not acceptable. If mail arrives at a PO Box, list it in the space provided as well.
What does the name of the partnership have to include?
The words "limited partnership" without abbreviation, as W.S. §17-14-1004 requires. If you elect to be an LLLP, you may include the designation, such as "Limited Partnership LLLP" or "Limited Liability Limited Partnership".
Can I fill out the certificate of registration application online?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the application; you send the completed package to the Wyoming Secretary of State by mail.
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