AGO 89-2.

Case Date:June 30, 1989
Colorado Attorney General Opinions 1989. AGO 89-2. June 30, 1989Department of Law Attorney General Opinion FORMAL OPINION of DUANE WOODARD Attorney General Opinion No. 89-2 AG Alpha No. ST AD AGARB Natalie Meyer Secretary of State 1560 Broadway Denver, CO 80203 State of Wyoming limited liability companies in ColoradoDear Secretary Meyer: This opinion letter is written in response to your February 15, 1989, letter in which you inquired about the authority of the Secretary of State to require Wyoming limited liability companies to register as foreign corporations. QUESTION PRESENTED AND CONCLUSION Are Wyoming limited liability companies foreign corporations which are entitled to certificates of authority? No. ANALYSIS A foreign corporation is defined as "a corporation for profit organized under laws other than the laws of this state." Section 7-1-102(8), C.R.S. (1986). As long as the entity is a corporation under the laws of the state in which it is formed, Colorado will recognize it. Section 7-9-101(2), C.R.S. (1986). Foreign corporations conducting business in Colorado must obtain certificates of authority from the Secretary. Section 7-9-101(1), C.R.S. (1986). Entities which are not foreign corporations are not entitled to certificates of authority. A Wyoming limited liability company is not a corporation under Wyoming law. A limited liability company is defined as as entity organized pursuant to title 17, chapter 15 of the Wyoming Statutes. Wyo. Stat. Section 17-15-102(a)(iii) (1977). A corporation is defined as an entity organized pursuant to title 17, chapter 1 of the Wyoming statutes. Wyo. Stat. Section 17-1-102(a)(i) (1961). The Wyoming limited liability company is established pursuant to Wyo. Stat. Sections 17-15-101 through 17-15-136 (1977). A limited liability company is established by filing duplicate signed and verified articles of organization. The words "limited liability company" must be the last words of the name, and the company must be identified as a "limited liability company" on all documents. Wyo. Stat. Section 17-15-105(a) (1977). Omission of the word "limited" may result in personal liability. Wyo. Stat. Section 17-15-105(a)(ii) (1977). A limited liability company has, at most, a duration of only 30 years, Wyo. Stat. Section 17-15-107(a)(ii) and it may terminate on the death, retirement...

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