Updated 07.01.2021 Page 67 of 76
(e) The provisions of the articles of continuance may,
without expressly so stating, vary from the provisions of the
organization's articles of organization or equivalent basic
charter or other authorization, if the variation is one which a
company organized under the Revised Uniform Limited Liability
Company Act could effect by way of amendment to its articles of
organization. Upon issuance of a certificate of continuance by
the secretary of state, the articles of continuance shall be
deemed to be the articles of organization of the continued
organization. The organization may elect to incorporate by
reference in the articles of continuance its basic charter or
other authorization which has been adopted by it in the foreign
jurisdiction, in order to permit the same to continue to act as
the articles of organization, provided, however, that the basic
charter or other authorization shall be deemed amended to the
extent necessary to make the same conform to the laws of Wyoming
and to the provisions of the articles of continuance.
(f) Except for the purpose of W.S. 16-6-101 through 16-6-
118, the existence of any organization heretofore or hereafter
issued a certificate of continuation under this act shall be
deemed to have commenced on the date the organization commenced
its existence in the jurisdiction in which it was first formed,
organized or otherwise came into being. The laws of Wyoming
shall apply to an organization continuing under this act to the
same extent as if it had been organized under the laws of
Wyoming from and after the issuance of a certificate of
continuation under this act by the secretary of state. When a
foreign organization is continued under this act, the
continuance shall not affect the ownership of its property, or
its liability for any existing obligations, causes of action,
claims, pending or threatened prosecution or civil or
administration actions, convictions, rulings, orders or
judgments.
(g) Continuance under this act does not deprive a member
of any right or privilege that he claims under, or relieve any
member of any liability in respect of, his membership.
17-29-1011. Transfer of a Wyoming limited liability
company to another jurisdiction.
(a) A limited liability company created, domesticated or
continued under this chapter may, if authorized by resolution
duly adopted as set forth in subsection (f) of this section, and
by the laws of any other jurisdiction, within or without the
United States, apply to the proper officer of the other