Wyo. Stat. § 17-4-102 — WY Code / Title 17 / Chapter 4 / Section 17-4-102
§ 17-4-102. Definitions
Status: repealed

(a) In this act, unless the context otherwise requires:

(i) “ Administrator ” means the secretary of state;

(ii) “ Agent ” means an individual, other than a broker-dealer, who represents a broker-dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. But a partner, officer, or director of a broker-dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this act;

(iii) “ Bank ” means:

(A) A banking institution organized under the laws of the United States;

(B) A member bank of the federal reserve system;

(C) Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to section 1 of Public Law 87-722 ( 12 U.S.C. § 92a ), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this act; and

(D) A receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (A), (B), or (C) of this paragraph.

(iv) “ Broker-dealer ” means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:

(A) An agent;

(B) An issuer;

(C) A bank or savings institution if its activities as a broker-dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange Act of 1934 ( 15 U.S.C. §§ 78c(a)(4) and (5) ) or a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78c(a)(4) );

(D) An international banking institution;

(E) A person excluded by rule adopted or order issued under this act.

(F) Repealed by Laws 2019, ch. 170, § 4, eff. Feb. 28, 2019.

(v) “ Depository institution ” means:

(A) A bank; or

(B) A savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law. The term does not include:

(I) An insurance company or other organization primarily engaged in the business of insurance;

(II) A morris plan bank; or

(III) An industrial loan company that is not an “insured depository institution” as defined in section 3(c)(2) of the Federal Deposit Insurance Act, ( 12 U.S.C. 1813(c)(2) ), or any successor federal statute.

(vi) “ Federal covered investment adviser ” means a person registered under the Investment Advisers Act of 1940;

(vii) “ Federal covered security ” means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b) ) or rules or regulations adopted pursuant to that provision;

(viii) “ Filing ” means the receipt under this act of a record by the secretary of state or a designee of the secretary of state;

(ix) “Fraud,” “deceit,” and “defraud” are not limited to common law deceit;

(x) “ Guaranteed ” means guaranteed as to payment of all principal and all interest;

(xi) “ Institutional investor ” means any of the following, whether acting for itself or for others in a fiduciary capacity:

(A) A depository institution or international banking institution;

(B) An insurance company;

(C) A separate account of an insurance company;

(D) An investment company as defined in the Investment Company Act of 1940;

(E) A broker-dealer registered under the Securities Exchange Act of 1934;

(F) An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars ($10,000,000.00) or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;

(G) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars ($10,000,000.00) or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker-dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;

(H) A trust, if it has total assets in excess of ten million dollars ($10,000,000.00), its trustee is a depository institution, and its participants are exclusively plans of the types identified in subparagraph (F) or (G) of this paragraph, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans;

(J) An organization described in section 501(c)(3) of the Internal Revenue Code ( 26 U.S.C. § 501(c)(3) ), corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars ($10,000,000.00);

(K) A small business investment company licensed by the small business administration under section 301(c) of the Small Business Investment Act of 1958 ( 15 U.S.C. § 681(c) ) with total assets in excess of ten million dollars ($10,000,000.00);

(M) A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-2(a)(22) ) with total assets in excess of ten million dollars ($10,000,000.00);

(N) A federal covered investment adviser acting for its own account;

(O) A “qualified institutional buyer” as defined in rule 144A(a)(1), other than rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 ( 17 C.F.R. 230.144A );

(P) A “major United States institutional investor” as defined in rule 15a-6(b)(4)(i) adopted under the Securities Exchange Act of 1934 ( 17 C.F.R. 240.15a-6 );

(Q) Any other person, other than an individual, of institutional character with total assets in excess of ten million dollars ($10,000,000.00) not organized for the specific purpose of evading this act; or

(R) Any other person specified by rule adopted or order issued under this act.

(xii) “ Insurance company ” means a company organized as an insurance company whose primary business is writing insurance or reinsuring risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a state;

(xiii) “ Insured ” means insured as to payment of all principal and all interest;

(xiv) “ International banking institution ” means an international financial institution of which the United States is a member and whose securities are exempt from registration under the Securities Act of 1933;

(xv) “ Investment adviser ” means a person that, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or the advisability of investing in, purchasing, or selling securities or that, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. The term includes a financial planner or other person that, as an integral component of other financially related services, provides investment advice to others for compensation as part of a business or that holds itself out as providing investment advice to others for compensation. The term does not include:

(A) An investment adviser representative;

(B) A lawyer, accountant, engineer, or teacher whose performance of investment advice is solely incidental to the practice of the person's profession;

(C) A broker-dealer or its agents whose performance of investment advice is solely incidental to the conduct of business as a broker-dealer and that does not receive special compensation for the investment advice;

(D) A publisher of a bona fide newspaper, news magazine, or business or financial publication of general and regular circulation;

(E) A federal covered investment adviser;

(F) A bank or savings institution;

(G) Any other person that is excluded by the Investment Advisers Act of 1940 from the definition of investment adviser; or

(H) Any other person excluded by rule adopted or order issued under this act.

(xvi) “ Investment adviser representative ” means an individual employed by or associated with an investment adviser or federal covered investment adviser and who makes any recommendations or otherwise gives investment advice regarding securities, manages accounts or portfolios of clients, determines which recommendation or advice regarding securities should be given, provides investment advice or holds himself out as providing investment advice, receives compensation to solicit, offer, or negotiate for the sale of or for selling investment advice, or supervises employees who perform any of the foregoing. The term does not include an individual who:

(A) Performs only clerical or ministerial acts;

(B) Is an agent whose performance of investment advice is solely incidental to the individual acting as an agent and who does not receive special compensation for investment advisory services;

(C) Is employed by or associated with a federal covered investment adviser, unless the individual has a “place of business” in this state as that term is defined by rule adopted under section 203A of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-3a ) and is:

(I) An “investment adviser representative” as that term is defined by rule adopted under section 203A of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-3a ); or

(II) Not a “supervised person” as that term is defined in section 202(a)(25) of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-2(a)(25) ).

(D) Is excluded by rule adopted or order issued under this act.

(xvii) “ Issuer ” means a person that issues or proposes to issue a security, subject to the following:

(A) The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued;

(B) The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate;

(C) The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.

(xviii) “ Nonissuer transaction ” or “ nonissuer distribution ” means a transaction or distribution not directly or indirectly for the benefit of the issuer;

(xix) “ Offer to purchase ” includes an attempt or offer to obtain, or solicitation of an offer to sell, a security or interest in a security for value. The term does not include a tender offer that is subject to section 14(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78n(d) );

(xx) “ Person ” means an individual; corporation; business trust; estate; trust; partnership; limited liability company; association; joint venture; government; governmental subdivision, agency, or instrumentality; public corporation; or any other legal or commercial entity;

(xxi) “ Place of business ” of a broker-dealer, an investment adviser, or a federal covered investment adviser means:

(A) An office at which the broker-dealer, investment adviser, or federal covered investment adviser regularly provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients; or

(B) Any other location that is held out to the general public as a location at which the broker-dealer, investment adviser, or federal covered investment adviser provides brokerage or investment advice or solicits, meets with, or otherwise communicates with customers or clients.

(xxii) “ Predecessor act ” means the act repealed and replaced by this act;

(xxiii) “ Price amendment ” means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price;

(xxiv) “ Principal place of business ” of a broker-dealer or an investment adviser means the executive office of the broker-dealer or investment adviser from which the officers, partners, or managers of the broker-dealer or investment adviser direct, control, and coordinate the activities of the broker-dealer or investment adviser;

(xxv) “ Record ,” except in the phrases “of record,” “official record,” and “public record,” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(xxvi) “ Sale ” includes every contract of sale, contract to sell, or disposition of, a security or interest in a security for value, and “ offer to sell ” includes every attempt or offer to dispose of, or solicitation of an offer to purchase, a security or interest in a security for value. Both terms include:

(A) A security given or delivered with, or as a bonus on account of, a purchase of securities or any other thing constituting part of the subject of the purchase and having been offered and sold for value;

(B) A gift of assessable stock involving an offer and sale; and

(C) A sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer and a sale or offer of a security that gives the holder a present or future right or privilege to convert the security into another security of the same or another issuer, including an offer of the other security.

(xxvii) “ Securities and exchange commission ” means the United States securities and exchange commission;

(xxviii) “ Security ” means a note; stock; treasury stock; security future; bond; debenture; evidence of indebtedness; certificate of interest or participation in a profit-sharing agreement; collateral trust certificate; preorganization certificate or subscription; transferable share; investment contract; voting trust certificate; certificate of deposit for a security; put, call, straddle, option, or privilege on a security, certificate of deposit, or group or index of securities, including an interest therein or based on the value thereof; put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, an interest or instrument commonly known as a “security”; or a certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. The term:

(A) Includes both a certificated and an uncertificated security;

(B) Does not include an insurance or endowment policy or annuity contract under which an insurance company promises to pay a fixed or variable sum of money either in a lump sum or periodically for life or other specified period;

(C) Does not include an interest in a contributory or noncontributory pension or welfare plan subject to the Employee Retirement Income Security Act of 1974;

(D) Includes as an “investment contract” an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a “ common enterprise ” means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors;

(E) Includes as an “investment contract,” among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement or similar agreement.

(F) Repealed by Laws 2019, ch. 170, § 4, eff. Feb. 28, 2019.

(xxix) “ Self-regulatory organization ” means a national securities exchange registered under the Securities Exchange Act of 1934, a national securities association of broker-dealers registered under the Securities Exchange Act of 1934, a clearing agency registered under the Securities Exchange Act of 1934, or the municipal securities rulemaking board established under the Securities Exchange Act of 1934;

(xxx) “ Sign ” means, with present intent to authenticate or adopt a record:

(A) To execute or adopt a tangible symbol; or

(B) To attach or logically associate with the record an electronic symbol, sound, or process.

(xxxi) “ State ” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States;

(xxxii) “This act” means W.S. 17-4-101 through 17-4-701 .
Wyo. Stat. § 17-10-222 — WY Code / Title 17 / Chapter 10 / Section 17-10-222
§ 17-10-222. Membership interests
Status: in_force

(a) The authorized amount and divisions of patron membership interests and nonpatron membership interests may be increased or decreased or established or altered, in accordance with the restrictions in this article by amending the articles at a regular members' meeting or at a special members' meeting called for the purpose of the amendment.

(b) Authorized membership interests may be issued on terms and conditions prescribed in the articles, bylaws, or as determined by the board. The cooperative shall disclose to any person or entity acquiring membership interests to be issued by the cooperative, the organization, capital structure and business prospects and risks of the cooperative, the nature of the governance and financial rights of the membership interest being acquired and of other classes of membership and membership interests. The cooperative shall notify all members of the membership interests being offered by the cooperative. A membership interest may not be issued until the subscription price of the membership interest has been paid for in cash or a cash equivalent or property with the agreed upon value of the property to be contributed.

(c) The patron membership interests collectively shall have not less than fifteen percent (15%) of the cooperative's financial rights to profit allocations and distributions.

(d) After issuance by the cooperative, membership interests in a cooperative may only be sold or transferred with the approval of the board.

(e) The cooperative may solicit and issue nonpatron membership interests on terms and conditions determined by the board and disclosed in the articles, bylaws or by separate disclosure to the members. Each member acquiring nonpatron membership interests shall sign a member control agreement which shall describe the rights and obligations of the member as it relates to the nonpatron membership interests, the financial and governance rights, the transferability of the nonpatron membership interests, the division and allocations of profits and losses among the membership interests and membership classes, and financial rights upon liquidation. If the bylaws do not otherwise provide for the allocation of the profits and losses between patron membership interests and nonpatron membership interests, then the allocation of profits and losses among nonpatron membership interests individually and patron membership interests collectively shall be allocated on the basis of the value of contributions to capital made according to the patron membership interests collectively and the nonpatron membership interests individually to the extent the contributions have been accepted by the cooperative. Distributions of cash or other assets of the cooperative shall be allocated among the membership interests as provided in the articles and bylaws, subject to the provisions of this article. If not otherwise provided, distributions shall be made on the basis of value of the capital contributions of the patron membership interests collectively and the nonpatron membership interests to the extent the contributions have been accepted by the cooperative.

(f) The bylaws may provide that the cooperative or the patron members, individually or collectively, have the first privilege of purchasing the membership interests of any class of patron member's membership interests offered for sale. The first privilege to purchase patron membership interests may be satisfied by notice to other patron members that the patron membership interests are for sale and a procedure by which patron members may proceed to attempt to purchase and acquire the patron membership interests. A patron membership interest acquired by the cooperative may be held to be reissued or may be retired and cancelled.

(g) Subject to the provisions in the bylaws, a member may dissent from and obtain payment for the fair value of the member's nonpatron membership interests in the cooperative if the articles or bylaws are amended in a manner that materially and adversely affects the rights and preferences of the nonpatron membership interests of the dissenting member. The dissenting member shall file a notice of intent to demand fair value of the membership interest with the records officer of the cooperative within thirty (30) days after the amendment of the bylaws and notice of the amendment to members, otherwise the right of the dissenting member to demand payment of fair value for the membership interest is deemed to be waived. If a proposed amendment of the articles or bylaws shall be approved by the members, a member who is entitled to dissent and who wishes to exercise dissenter's rights shall file a notice to demand fair value of the membership interest with the records officer of the cooperative before the vote on the proposed action and shall not vote in favor of the proposed action, otherwise the right to demand fair value for the membership interest by the dissenting member is deemed waived. After receipt of the dissenting member's demand notice and approval of the amendment, the cooperative has sixty (60) days to rescind the amendment or otherwise the cooperative shall remit the fair value for the one (1) member's interest to the dissenting member by one hundred eighty (180) days after receipt of the notice. Upon receipt of the fair value for the membership interest, the member has no further member rights in the cooperative.
Wyo. Stat. § 17-14-1007 — WY Code / Title 17 / Chapter 14 / Section 17-14-1007
§ 17-14-1007. Transaction of business without registration
Status: in_force

(a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.

(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.

(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.

(d) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of actions arising out of the transaction of business in this state.

(e) Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d) .
Wyo. Stat. § 17-14-904 — WY Code / Title 17 / Chapter 14 / Section 17-14-904
§ 17-14-904. Distribution of assets
Status: in_force

(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows:

(i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under W.S. 17-14-701 or 17-14-704 ;

(ii) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under W.S. 17-14-701 or 17-14-704 ; and

(iii) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
Wyo. Stat. § 17-14-210 — WY Code / Title 17 / Chapter 14 / Section 17-14-210
§ 17-14-210. Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this chapter.
Wyo. Stat. § 17-19-1802 — WY Code / Title 17 / Chapter 19 / Section 17-19-1802
§ 17-19-1802. Application to qualified foreign corporations
Status: in_force

A foreign corporation authorized to transact business in this state on the effective date of this act is subject to this act but is not required to obtain a new certificate of authority to transact business under this act.
Wyo. Stat. § 17-18-402 — WY Code / Title 17 / Chapter 18 / Section 17-18-402
§ 17-18-402. Conflict of laws
Status: in_force

If a provision of this act conflicts with another provision of the Wyoming Business Corporation Act, the provision of this act controls.
Wyo. Stat. § 17-16-142 — WY Code / Title 17 / Chapter 16 / Section 17-16-142
§ 17-16-142. Number of shareholders
Status: in_force

(a) For purposes of this act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:

(i) Three (3) or fewer coowners;

(ii) A corporation, partnership, trust, estate, or other entity;

(iii) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account; or

(iv) One (1) data address.

(b) For purposes of this act, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
Wyo. Stat. § 17-20-140 — WY Code / Title 17 / Chapter 20 / Section 17-20-140
§ 17-20-140. General definitions
Status: in_force

(a) As used in this act:

(i) “Cooperative utility” means a corporation organized under any law of this state or under the law of any other jurisdiction, for a purpose other than the conduct of business for profit and includes, but is not limited to, corporations organized to own, operate and maintain electric, telephone and television distribution systems primarily to its members;

(ii) “Patronage capital contributions” means all funds received and receivable from members from the furnishing of cooperative utility services in excess of operating costs and expenses properly chargeable against the furnishing of cooperative utility services;

(iii) “This act” means W.S. 17-20-101 through 17-20-1801 .
Wyo. Stat. § 17-16-1330 — WY Code / Title 17 / Chapter 16 / Section 17-16-1330
§ 17-16-1330. Court action
Status: in_force

(a) If a shareholder makes a demand for payment under W.S. 17-16-1326 which remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay each shareholder demanding appraisal rights whose demand remains unsettled the amount demanded pursuant to W.S. 17-16-1326 plus interest.

(b) The corporation shall commence the proceeding in the district court of the county where a corporation's principal office, or if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located at the time of the transaction.

(c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in the amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings.

(e) Each shareholder made a party to the proceeding is entitled to judgment for:

(i) The amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation to the shareholder for those shares; or

(ii) The fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under W.S. 17-16-1325 .
Wyo. Stat. § 17-29-1012 — WY Code / Title 17 / Chapter 29 / Section 17-29-1012
§ 17-29-1012. Domestication of foreign limited liability companies
Status: in_force

Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi) , or acting as a financial institution may become a domestic limited liability company of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign limited liability company a certificate of domestication which shall continue the company as if it had been created under this chapter. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign limited liability company and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic limited liability companies under the provisions of the Revised Uniform Limited Liability Company Act.
Wyo. Stat. § 17-18-116 — WY Code / Title 17 / Chapter 18 / Section 17-18-116
§ 17-18-116. Proxies
Status: in_force

(a) Any qualified corporation may in its articles of incorporation restrict or prohibit the use of proxies to vote shares. The restriction or prohibition may be effective for:

(i) All meetings;

(ii) All meetings and issues with any specific exceptions the board of directors authorizes; or

(iii) Any meetings or any issues or both that the board of directors specifies.

(b) The restriction or prohibitions on the use of proxies apply only to meetings including adjournments of meetings held within the state of Wyoming.

(c) Notwithstanding any prohibition or restriction on the use of proxies, the beneficial owner of any shares entitled to vote shall always be entitled to vote the shares in person. If the beneficial owner of the shares is a minor or is incompetent, the shares may be voted in person by a trustee, a guardian, or a parent acting as trustee under the Wyoming Uniform Transfers to Minors Act or a similar act. If the beneficial owner of the shares is an entity other than a natural person, the shares may be voted by any duly authorized officer of that entity.

(d) Any restrictions imposed on persons who may be appointed to act as proxies shall not discriminate on their face in favor of management and against any shareholders opposed to management.

(e) The board may restrict appointment as proxies to specific individuals designated by the corporation provided:

(i) Shareholders are given the opportunity to give binding instructions as to how the shares are to be voted on any issues or in any elections that management is aware of at least thirty (30) days before it mails materials seeking proxies;

(ii) The corporation serves notice in writing on any shareholder who has requested in writing the notice within the past year of the deadline for submission of material on any issue that may arise at the meeting. The notice shall be given at least ten (10) days before the deadline;

(iii) The individuals designated for appointment as proxies agree to vote all valid proxies according to the shareholder instructions given; and

(iv) A meeting may not be adjourned sine die to prevent a vote on an issue if a quorum is present and the required majority either by proxy or in person has had an opportunity to indicate and has indicated an intention to vote against the recommendation of the board or management of the corporation on that issue.

(f) If the articles of incorporation permit the board to impose restrictions on the use of proxies and a court orders a shareholder's meeting, the board may still impose the restrictions provided if it does so within ten (10) days of the meeting or within half the total number of days between the date of the court order and the date of the meeting, whichever is less. The time periods for notice of issues and mailing deadlines set forth in subsection (e) of this section shall not apply to court ordered meetings.
Wyo. Stat. § 17-16-870 — WY Code / Title 17 / Chapter 16 / Section 17-16-870
§ 17-16-870. Business opportunities
Status: in_force

(a) A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other relief against the director, in a proceeding by or in the right of the corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated respecting the opportunity the director brings it to the attention of the corporation and:

(i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-862 , as if the decision being made concerned a director's conflicting interest transaction; or

(ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in W.S. 17-16-863 , as if the decision being made concerned a director's conflicting interest transaction, except that, rather than making required disclosure as defined in W.S. 17-16-860 , in each case the director shall have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director.

(b) In any proceeding seeking equitable relief or other remedies based upon an alleged improper taking advantage of a business opportunity by a director, the fact that the director did not employ the procedure described in subsection (a) of this section before taking advantage of the opportunity shall not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director breached a duty to the corporation in the circumstances.
Wyo. Stat. § 17-14-903 — WY Code / Title 17 / Chapter 14 / Section 17-14-903
§ 17-14-903. Winding up
Status: in_force

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
Wyo. Stat. § 17-14-1001 — WY Code / Title 17 / Chapter 14 / Section 17-14-1001
§ 17-14-1001. Law governing
Status: in_force

(a) Subject to the constitution of this state:

(i) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, unless the partnership has been issued a certificate of continuance pursuant to this article; and

(ii) A foreign limited partnership shall not be denied registration by reason of any difference between the laws of the state under which it was organized and the laws of this state.
Wyo. Stat. § 17-14-1005 — WY Code / Title 17 / Chapter 14 / Section 17-14-1005
§ 17-14-1005. Changes and amendments
Status: in_force

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
Wyo. Stat. § 17-21-1103 — WY Code / Title 17 / Chapter 21 / Section 17-21-1103
§ 17-21-1103. Name of registered limited liability partnership; limited rights
Status: in_force

(a) The name of a registered limited liability partnership shall not be the same as or deceptively similar to any trademark or service mark registered in this state, shall be distinguishable upon the records of the secretary of state from other business names filed with that office and must end with “Registered Limited Liability Partnership”, “Limited Liability Partnership”, “R.L.L.P.”, “L.L.P.”, “RLLP”, or “LLP”.

(b) The authorization granted by the secretary of state to file a statement of registration under a registered limited liability partnership name does not:

(i) Abrogate or limit the law governing unfair competition or unfair trade practices;

(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or

(iii) Create an exclusive right in geographic or generic terms contained within a name.
Wyo. Stat. § 17-4-412 — WY Code / Title 17 / Chapter 4 / Section 17-4-412
§ 17-4-412. Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration
Status: in_force

(a) If the secretary of state finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this act may deny an application, or may condition or limit registration of an applicant to be a broker-dealer, agent, investment adviser, or investment adviser representative, and, if the applicant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(b) If the secretary of state finds that the order is in the public interest and subsection (d) of this section authorizes the action, an order issued under this act may revoke, suspend, condition, or limit the registration of a registrant and, if the registrant is a broker-dealer or investment adviser, of a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser. However, the secretary of state may not:

(i) Institute a revocation or suspension proceeding under this subsection based on an order issued under a law of another state that is reported to the secretary of state or a designee of the secretary of state more than one (1) year after the date of the order on which it is based; or

(ii) Under subparagraph (d)(v)(A) or (B) of this section, issue an order on the basis of an order issued under the securities act of another state unless the other order was based on conduct for which subsection (d) would authorize the action had the conduct occurred in this state.

(c) If the secretary of state finds that the order is in the public interest and paragraph (d)(i) through (vi), (viii), (ix), (x), or (xii) and (xiii) of this section authorizes the action, an order under this act may censure, impose a bar or impose a civil penalty in an amount not to exceed a maximum of five thousand dollars ($5,000.00) for a single violation or fifty thousand dollars ($50,000.00) for more than one (1) violation, on a registrant, and, if the registrant is a broker-dealer or investment adviser, a partner, officer, director, or person having a similar status or performing similar functions, or a person directly or indirectly in control, of the broker-dealer or investment adviser.

(d) A person may be disciplined under subsections (a) through (c) of this section if the person:

(i) Has filed an application for registration in this state under this act or the predecessor act within the previous ten (10) years, which, as of the effective date of registration or as of any date after filing in the case of an order denying effectiveness, was incomplete in any material respect or contained a statement that, in light of the circumstances under which it was made, was false or misleading with respect to a material fact;

(ii) Willfully violated or willfully failed to comply with this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous ten (10) years;

(iii) Has been convicted of a felony that relates to practice in securities and investing or to the ability to practice as a broker-dealer, agent, investment adviser, or investment adviser representative, as identified in rule by the secretary of state consistent with W.S. 33-1-304 , or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(iv) Is enjoined or restrained by a court of competent jurisdiction in an action instituted by the secretary of state under this act or the predecessor act, a state, the securities and exchange commission, or the United States from engaging in or continuing an act, practice, or course of business involving an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;

(v) Is the subject of an order, issued after notice and opportunity for hearing by:

(A) The securities, depository institution, insurance, or other financial services regulator of a state or by the securities and exchange commission or other federal agency denying, revoking, barring, or suspending registration as a broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative;

(B) The securities regulator of a state or the securities and exchange commission against a broker-dealer, agent, investment adviser, investment adviser representative, or federal covered investment adviser;

(C) The securities and exchange commission or a self-regulatory organization suspending or expelling the registrant from membership in the self-regulatory organization;

(D) A court adjudicating a United States postal service fraud order;

(E) The insurance regulator of a state denying, suspending, or revoking registration as an insurance agent; or

(F) A depository institution regulator suspending or barring the person from the depository institution business.

(vi) Is the subject of an adjudication or determination, after notice and opportunity for hearing, by the securities and exchange commission, the commodity futures trading commission; the federal trade commission; a federal depository institution regulator, or a depository institution, insurance, or other financial services regulator of a state that the person willfully violated the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the Investment Company Act of 1940, or the Commodity Exchange Act, the securities or commodities law of a state, or a federal or state law under which a business involving investments, franchises, insurance, banking, or finance is regulated;

(vii) Is insolvent, either because the person's liabilities exceed the person's assets or because the person cannot meet the person's obligations as they mature, but the secretary of state may not enter an order against an applicant or registrant under this paragraph without a finding of insolvency as to the applicant or registrant;

(viii) Refuses to allow or otherwise impedes the secretary of state from conducting an audit or inspection under W.S. 17-4-411(d) or refuses access to a registrant's office to conduct an audit or inspection under W.S. 17-4-411(d) ;

(ix) Has failed to reasonably supervise an agent, investment adviser representative, or other individual, if the agent, investment adviser representative, or other individual was subject to the person's supervision and committed a violation of this act or the predecessor act or a rule adopted or order issued under this act or the predecessor act within the previous ten (10) years;

(x) Has not paid the proper filing fee within thirty (30) days after having been notified by the secretary of state of a deficiency, but the secretary of state shall vacate an order under this paragraph when the deficiency is corrected;

(xi) After notice and opportunity for a hearing, has been found within the previous ten (10) years:

(A) By a court of competent jurisdiction to have willfully violated the laws of a foreign jurisdiction under which the business of securities, commodities, investment, franchises, insurance, banking, or finance is regulated;

(B) To have been the subject of an order of a securities regulator of a foreign jurisdiction denying, revoking, or suspending the right to engage in the business of securities as a broker-dealer, agent, investment adviser, investment adviser representative, or similar person; or

(C) To have been suspended or expelled from membership by or participation in a securities exchange or securities association operating under the securities laws of a foreign jurisdiction.

(xii) Is the subject of a cease and desist order issued by the securities and exchange commission or issued under the securities, commodities, investment, franchise, banking, finance, or insurance laws of a state;

(xiii) Has engaged in dishonest or unethical practices in the securities, commodities, investment, franchise, banking, finance, or insurance business within the previous ten (10) years; or

(xiv) Is not qualified on the basis of factors such as training, experience, and knowledge of the securities business. However, in the case of an application by an agent for a broker-dealer that is a member of a self-regulatory organization or by an individual for registration as an investment adviser representative, a denial order may not be based on this paragraph if the individual has successfully completed all examinations required by subsection (e) of this section. The secretary of state may require an applicant for registration under W.S. 17-4-402 or 17-4-404 who has not been registered in a state within the two (2) years preceding the filing of an application in this state to successfully complete an examination.

(e) A rule adopted or order issued under this act may require that an examination, including an examination developed or approved by an organization of securities regulators, be successfully completed by a class of individuals or all individuals. An order issued under this act may waive, in whole or in part, an examination as to an individual and a rule adopted under this act may waive, in whole or in part, an examination as to a class of individuals if the secretary of state determines that the examination is not necessary or appropriate in the public interest and for the protection of investors.

(f) The secretary of state may suspend or deny an application summarily; restrict, condition, limit, or suspend a registration; or censure, bar, or impose a civil penalty on a registrant before final determination of an administrative proceeding. Upon the issuance of an order, the secretary of state shall promptly notify each person subject to the order that the order has been issued, the reasons for the action, and that within fifteen (15) days after the receipt of a request in a record from the person the matter will be scheduled for a hearing. If a hearing is not requested and none is ordered by the secretary of state within thirty (30) days after the date of service of the order, the order becomes final by operation of law. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend the order until final determination.

(g) An order issued may not be issued under this section, except under subsection (f) of this section, without:

(i) Appropriate notice to the applicant or registrant;

(ii) Opportunity for hearing; and

(iii) Findings of fact and conclusions of law in a record in accordance with the Wyoming Administrative Procedure Act.

(h) A person that controls, directly or indirectly, a person not in compliance with this section may be disciplined by order of the secretary of state under subsections (a) through (c) of this section to the same extent as the noncomplying person, unless the controlling person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct that is a ground for discipline under this section.

(j) The secretary of state may not institute a proceeding under subsection (a), (b), or (c) of this section based solely on material facts actually known by the secretary of state unless an investigation or the proceeding is instituted within one (1) year after the secretary of state actually acquires knowledge of the material facts.
Wyo. Stat. § 17-28-101 — WY Code / Title 17 / Chapter 28 / Section 17-28-101
§ 17-28-101. Registered office and registered agent
Status: in_force

(a) Each business entity shall continuously maintain in this state:

(i) A registered office that may be the same as any of its places of business but shall be located at a street address in Wyoming which shall be a physical location where the business entity's registered agent, or a natural person who has an agency relationship with the registered agent, can accept service of process as provided in W.S. 17-28-104 and is physically present at that location; and

(ii) A registered agent, who shall be:

(A) An individual who is at least eighteen (18) years of age, resides in this state and whose business office is identical with the registered office;

(B) A domestic business entity whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104 ;

(C) A foreign business entity authorized to transact business in this state whose business office is identical with the registered office and which has a written agreement creating an agency relationship with an individual providing for acceptance of service of process as provided in W.S. 17-28-104 ; or

(D) A business entity or an individual, at least eighteen (18) years of age, who is:

(I) In the business of serving as a registered agent for more than ten (10) entities, including a registered agent which serves as a registered agent for the entities served by another commercial registered agent; and

(II) Registered as a commercial registered agent under W.S. 17-28-105 and whose business office is identical with the registered office. A business entity registered as a commercial registered agent shall have a written agreement creating an agency relationship with a natural person providing for acceptance of service of process as provided in W.S. 17-28-104 .

(b) For purposes of this chapter, “ business entity ” means a corporation, nonprofit corporation, limited liability company, limited partnership, cooperative marketing association, statutory trust, statutory foundation or registered limited liability partnership, whether foreign or domestic.

(c) Every registered agent shall certify compliance with the requirements of this chapter on a form prescribed by the secretary of state on the date of registration.

(d) For purposes of this chapter, “ written agreement ” or “ contract creating an agency relationship ” means any written document granting a natural person representing a registered agent the authority to accept service of process on behalf of any entity served by the registered agent. A single document may serve as authorization for each natural person representing the registered agent without listing each natural person individually.

(e) In addition to the requirements imposed by this section on business entities and registered agents, each business entity and registered agent shall maintain an email address that the secretary of state's office may use to serve documents on the business entity or registered agent as provided in W.S. 17-28-104 .
Wyo. Stat. § 17-29-211 — WY Code / Title 17 / Chapter 29 / Section 17-29-211
§ 17-29-211. Series of members, managers, transferable interests or assets
Status: in_force

(a) An operating agreement may establish or provide for the establishment of one (1) or more designated series of members, managers, transferable interests or assets. This section shall govern any matter with respect to a series to the extent not otherwise provided in the operating agreement.

(b) Subject to subsection (c) of this section, if an operating agreement establishes or provides for the establishment of a particular series:

(i) The debts, obligations or other liabilities of the particular series, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the series only and not against:

(A) The assets of the limited liability company generally or any other series thereof;

(B) Any member of the limited liability company.

(ii) The debts, obligations or other liabilities of the limited liability company generally or any other series thereof, whether arising in contract, tort or otherwise, shall not be enforceable against the assets of the particular series.

(c) The limitations on liabilities in subsection (b) of this section shall only apply if:

(i) The records for the particular series that account for the assets of the series are separately maintained from the records that account for the assets of the limited liability company or any other series thereof. Records that reasonably identify the assets of a particular series, including by specific listing, category, type, quantity, computational or allocational formula or procedure such as a percentage or share of assets or by any other method where the identity of the assets is objectively determinable, shall be deemed to account for the assets of the particular series separately from the assets of the limited liability company or any other series thereof;

(ii) The operating agreement specifically provides for the limitations on liabilities; and

(iii) Notice of the limitations on liabilities of the particular series is included in the articles of organization. Notice under this paragraph shall be sufficient whether or not the limited liability company has established or referenced any particular series in the notice.

(d) Nothing in this section, an operating agreement or articles of organization shall restrict:

(i) A series or limited liability company on behalf of a series from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of the limited liability company generally or any other series thereof shall be enforceable against the assets of the series;

(ii) A limited liability company from agreeing in the operating agreement or otherwise that any or all of the debts, obligations or other liabilities of a series shall be enforceable against the assets of the limited liability company generally; or

(iii) Notwithstanding W.S. 17-29-304(a) , a member or manager from agreeing in the operating agreement or otherwise to be personally liable for any or all of the debts, obligations or other liabilities of a series.

(e) A series established under this section shall have the power and capacity to, in its own name, contract, hold title to assets including real, personal and intangible property, grant liens and security interests and sue and be sued. A series may:

(i) Have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations;

(ii) Carry on any lawful purpose regardless of whether for profit, except for the purpose of acting as a financial institution or acting as an insurer as defined in W.S. 26-1-102(a)(xvi) ;

(iii) Hold assets directly or indirectly, including in the name of the series or the name of the limited liability company.

(f) An operating agreement that establishes or provides for the establishment of a series may:

(i) Provide for classes or groups of members or managers of the series having the relative rights, powers and duties specified in the operating agreement;

(ii) Provide for and specify the future creation of additional classes or groups of members or managers of the series having the relative rights, powers and duties as may be established, including rights, powers and duties senior to existing classes and groups of members or managers of the series;

(iii) Provide for the taking of an action, including the amendment of the operating agreement, without the vote or approval of any member or manager or class or group of members or managers of the series;

(iv) Provide that any member or class or group of members of a series shall have no voting rights;

(v) Grant to all or certain identified members or managers or class or group of members or managers of the series the right to vote on any matter separately or with all or any class or group of members or managers of the series. Voting by members or managers may be on a per capita, number, financial interest, class, group or other basis.

(g) The management of a series shall be vested as follows:

(i) In the members of the series pursuant to W.S. 17-29-407(b) . A member shall cease to be a member of a series upon the divestment of all of the member's transferable interests of the series. The fact that a person ceases to be a member of a particular series shall not by itself cause the person to cease to be a member of the limited liability company or any other series thereof or cause the termination of the series, regardless of whether the person was the last remaining member of the series; or

(ii) If the operating agreement provides for the management of the series in whole or in part by a manager, the management shall be vested in one (1) or more managers who shall be chosen as provided in the operating agreement and who shall hold the offices and have the responsibilities as specified in the agreement. A manager shall cease to be a manager of a series as provided in an operating agreement and subject to W.S. 17-29-407(c)(v) . The fact that a person ceases to be a manager of a particular series shall not by itself cause the person to cease to be a manager of the limited liability company or any other series thereof.

(h) Notwithstanding W.S. 17-29-404 and subject to subsections (j) and (m) of this section, if a member of a series becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution. An operating agreement may provide for the establishment of a record date for allocations and distributions associated with a series.

(j) Notwithstanding W.S. 17-29-405(a) , a limited liability company may make a distribution with respect to a series that has been established under this section unless the total assets of the series after the distribution would be less than the sum of its total liabilities plus the amount that would be needed, if the series were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon winding up and termination of members whose preferential rights are superior to those of the persons receiving the distribution. A member that receives a distribution knowing that the distribution was made in violation of this subsection is personally liable to the series for the amount of the distribution. This subsection shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution, except that any action under this subsection shall be subject to W.S. 17-29-406(e) . For purposes of this subsection, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.

(k) Subject to W.S. 17-29-702 , a series established under this section may be terminated and its affairs wound up without causing the dissolution of the limited liability company. The termination of the series shall not affect the limitations on liabilities of the series as provided in subsection (b) of this section. A series is terminated and its affairs shall be wound up upon the occurrence of any of the following:

(i) The dissolution of the limited liability company under W.S. 17-29-702 ;

(ii) The time or happening of events specified in the operating agreement;

(iii) The vote or consent of members of the series who own more than two-thirds ( 2 / 3 ) of the interests in the profits of the series; or

(iv) On application by a member or manager of the series, the entry of a court order terminating the series on the grounds that it is not reasonably practicable to carry on the purposes of the series in conformity with the operating agreement.

(m) A person winding up the affairs of a series may, in the name of the limited liability company and for and on behalf of the limited liability company and the series, take all actions with respect to the series as authorized by W.S. 17-29-702 . The person shall provide for the claims and obligations of the series and distribute the assets of the series as provided in W.S. 17-29-708 . Actions taken in accordance with this subsection shall not affect the liability of members and shall not impose liability on a liquidating trustee appointed in accordance with this subsection. Notwithstanding W.S. 17-29-702 , the following persons may wind up the affairs of a series:

(i) A manager of the series who has not wrongfully terminated the series;

(ii) If the series has no manager who qualifies under paragraph (i) of this subsection, the members of the series or a person approved by the members;

(iii) The members who own more than fifty (50%) percent of the interests in the profits of the series;

(iv) On application of a member or manager of the series or any personal representative or assignee of the member or manager, and upon cause shown, a court or a liquidating trustee appointed by the court.

(n) A foreign limited liability company doing business in this state and governed by an operating agreement that establishes or provides for the establishment of one (1) or more designated series of members, managers, transferable interests or assets shall state the following on its certificate of authority:

(i) That the operating agreement of the foreign limited liability company establishes or provides for the establishment of series having separate rights, powers or duties with respect to specified property or obligations of the foreign limited liability company or profits and losses associated with specified property or obligations;

(ii) If any of the debts, obligations or other liabilities of any particular series, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the particular series only and not against the assets of the foreign limited liability company generally or any other series thereof;

(iii) If any of the debts, obligations or other liabilities of the foreign limited liability company generally or any other series thereof, whether arising in contract, tort or otherwise, shall be enforceable against the assets of the particular series.

(o) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies establishing one (1) or more series in the amount of ten dollars ($10.00) per series designated or established under this section.
Wyo. Stat. § 17-29-201 — WY Code / Title 17 / Chapter 29 / Section 17-29-201
§ 17-29-201. Formation of limited liability company; articles of organization
Status: reserved

(a) One (1) or more persons may act as organizers to form a limited liability company by signing and delivering to the secretary of state for filing articles of organization.

(b) Articles of organization shall state:

(i) The name of the limited liability company, which must comply with W.S. 17-29-108 ;

(ii) The street address of the limited liability company's initial registered office and the name of its initial registered agent at that office; and

(iii) Reserved.

(c) The articles of organization shall be accompanied by a written consent to appointment signed by the registered agent.

(d) Subject to W.S. 17-29-112(c) , articles of organization may also contain statements as to matters other than those required by subsection (b) of this section. However, a statement in articles of organization is not effective as a statement of authority.

(e) The following rules apply:

(i) A limited liability company is formed when the articles of organization become effective, unless the articles state a delayed effective date pursuant to W.S. 17-29-205(c) ;

(ii) If the articles state a delayed effective date, a limited liability company is not formed if, before the articles take effect, a statement of cancellation is signed and delivered to the secretary of state for filing and the secretary of state files the articles;

(iii) Subject to any delayed effective date and except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
Wyo. Stat. § 17-21-601 — WY Code / Title 17 / Chapter 21 / Section 17-21-601
§ 17-21-601. Events causing partner's dissociation
Status: in_force

(a) A partner is dissociated from a partnership upon:

(i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice;

(ii) An event agreed to in the partnership agreement as causing the partner's dissociation;

(iii) The partner's expulsion pursuant to the partnership agreement;

(iv) The partner's expulsion by the unanimous vote of the other partners if:

(A) It is unlawful to carry on the partnership business with that partner;

(B) There has been a transfer of all or substantially all of that partner's transferable interest in the partnership, other than a transfer for security purposes or a court order charging the partner's interest which has not been foreclosed;

(C) Within ninety (90) days after the partnership notifies a corporate partner that it will be expelled because it has filed a certificate of dissolution or the equivalent, its charter has been revoked or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the certificate of dissolution or no reinstatement of its charter or its right to conduct business; or

(D) A partnership that is a partner has been dissolved and its business is being wound up.

(v) On application by the partnership or another partner, the partner's expulsion by judicial decree because:

(A) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(B) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under W.S. 17-21-404 ; or

(C) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner.

(vi) The partner's:

(A) Becoming a debtor in bankruptcy;

(B) Executing an assignment for the benefit of creditors;

(C) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partner's property; or

(D) Failing within ninety (90) days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety (90) days after the expiration of a stay to have the appointment vacated.

(vii) In the case of a partner who is an individual:

(A) The partner's death;

(B) The appointment of a guardian or general conservator for the partner; or

(C) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement.

(viii) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely the substitution of a successor trustee;

(ix) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely the substitution of a successor personal representative; or

(x) Termination of a partner who is not an individual, partnership, corporation, trust or estate.
Wyo. Stat. § 17-25-101 — WY Code / Title 17 / Chapter 25 / Section 17-25-101
§ 17-25-101. Short title
Status: in_force

This chapter shall be known and may be cited as the “Wyoming Close Limited Liability Company Supplement.”
Wyo. Stat. § 17-8-102 — WY Code / Title 17 / Chapter 8 / Section 17-8-102
§ 17-8-102. Organization meeting; officers
Status: in_force

The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section [ § 17-8-101 ] may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.
Wyo. Stat. § 17-4-408 — WY Code / Title 17 / Chapter 4 / Section 17-4-408
§ 17-4-408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association
Status: in_force

(a) If an agent registered under this act terminates employment by or association with a broker-dealer or issuer, or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser or federal covered investment adviser, or if either registrant terminates activities that require registration as an agent or investment adviser representative, the broker-dealer, issuer, investment adviser, or federal covered investment adviser shall promptly file a notice of termination. If the registrant learns that the broker-dealer, issuer, investment adviser, or federal covered investment adviser has not filed the notice, the registrant may do so.

(b) If an agent registered under this act terminates employment by or association with a broker-dealer registered under this act and begins employment by or association with another broker-dealer registered under this act; or if an investment adviser representative registered under this act terminates employment by or association with an investment adviser registered under this act or a federal covered investment adviser that has filed a notice under W.S. 17-4-405 and begins employment by or association with another investment adviser registered under this act or a federal covered investment adviser that has filed a notice under W.S. 17-4-405 ; then upon the filing by or on behalf of the registrant, within thirty (30) days after the termination, of an application for registration that complies with the requirement of W.S. 17-4-406(a) and payment of the filing fee required under W.S. 17-4-410 , the registration of the agent or investment adviser representative is:

(i) Immediately effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record does not contain a new or amended disciplinary disclosure within the previous twelve (12) months; or

(ii) Temporarily effective as of the date of the completed filing, if the agent's central registration depository record or successor record or the investment adviser representative's investment adviser registration depository record or successor record contains a new or amended disciplinary disclosure within the preceding twelve (12) months.

(c) The secretary of state may withdraw a temporary registration if there are or were grounds for discipline as specified in W.S. 17-4-412 and the secretary of state does so within thirty (30) days after the filing of the application. If the secretary of state does not withdraw the temporary registration within the thirty (30) day period, registration becomes automatically effective on the thirty-first day after filing.

(d) The secretary of state may prevent the effectiveness of a transfer of an agent or investment adviser representative under paragraph (b)(i) or (ii) of this section based on the public interest and the protection of investors.

(e) If the secretary of state determines that a registrant or applicant for registration is no longer in existence or has ceased to act as a broker-dealer, agent, investment adviser, or investment adviser representative, or is the subject of an adjudication of incapacity or is subject to the control of a committee, conservator, or guardian, or cannot reasonably be located, a rule adopted or order issued under this act may require the registration be cancelled or terminated or the application denied. The secretary of state may reinstate a cancelled or terminated registration, with or without hearing, and may make the registration retroactive.
Wyo. Stat. § 17-19-1021 — WY Code / Title 17 / Chapter 19 / Section 17-19-1021
§ 17-19-1021. Amendment by directors and members
Status: in_force

(a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted shall be approved:

(i) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(ii) By the members by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 .

(b) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.

(c) If the board initiates an amendment to the bylaws or board approval is required by subsection (a) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(e) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.
Wyo. Stat. § 17-18-302 — WY Code / Title 17 / Chapter 18 / Section 17-18-302
§ 17-18-302. Control share voting rights
Status: in_force

(a) Control shares of an issuing public corporation acquired in a control share acquisition do not have voting rights unless conferred by a vote of shareholders pursuant to W.S. 17-18-306 .

(b) Control shares for which voting rights have not been conferred under W.S. 17-18-306 are not considered outstanding shares for the purposes of determining whether a quorum is present or whether an action requiring the affirmative vote of the holders of a specified percentage of the corporation's outstanding shares has received the requisite affirmative vote.
Wyo. Stat. § 17-19-806 — WY Code / Title 17 / Chapter 19 / Section 17-19-806
§ 17-19-806. Staggered terms for directors
Status: in_force

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.
Wyo. Stat. § 17-10-232 — WY Code / Title 17 / Chapter 10 / Section 17-10-232
§ 17-10-232. Vote of ownership interests held by cooperative
Status: in_force

A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative's vote at the business entity's meeting.
Wyo. Stat. § 17-10-224 — WY Code / Title 17 / Chapter 10 / Section 17-10-224
§ 17-10-224. Member violations; liability for cooperative debts
Status: in_force

(a) A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by the member.

(b) The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender or the board may transfer all of any patron member's financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest which carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.

(c) Membership interests required to be surrendered may be reissued or be retired and cancelled by the board.

(d) A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.

(e) A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.
Wyo. Stat. § 17-19-1004 — WY Code / Title 17 / Chapter 19 / Section 17-19-1004
§ 17-19-1004. Class voting by members on amendments
Status: in_force

(a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than the amendment affects another class or members of another class.

(b) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would:

(i) Affect the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than the amendment would affect another class;

(ii) Change the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class;

(iii) Increase or decrease the number of memberships authorized for that class;

(iv) Increase the number of memberships authorized for another class;

(v) Effect an exchange, reclassification or termination of the memberships of that class; or

(vi) Authorize a new class of memberships.

(c) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(d) If a class is to be divided into two (2) or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment shall be approved by the members of each class that would be created by the amendment.

(e) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment shall be approved by the members of the class by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(f) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles and bylaws provide that the class cannot vote on the proposed amendment.
Wyo. Stat. § 17-19-140 — WY Code / Title 17 / Chapter 19 / Section 17-19-140
§ 17-19-140. General definitions
Status: in_force

(a) As used in this act:

(i) “Approved by (or approval by) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or by a written ballot or written consent in conformity with this act or by the affirmative vote, written ballot or written consent of such greater proportion, including the votes of all the members of any class, unit or grouping as may be provided in the articles, bylaws or this act for any specified member action;

(ii) “Articles of incorporation” or “articles” include amended and restated articles of incorporation and articles of merger;

(iii) “Board” or “board of directors” means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group pursuant to W.S. 17-19-801 , and includes any person or group under whose authority corporate powers are exercised and under whose direction the affairs of the corporation are managed, regardless of the name of the person or group whether it be trustees, regents, overseers or some other name;

(iv) “Bylaws” means the code or codes of rules (other than the articles) adopted pursuant to this act for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated;

(v) “Certificate of existence” means a certificate issued pursuant to W.S. 17-19-128 ;

(vi) “Class” refers to a group of memberships which have the same rights with respect to voting, dissolution, redemption and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly;

(vii) “Corporation” means public benefit, mutual benefit and religious corporation;

(viii) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters;

(ix) “Deliver” includes mail;

(x) “Directors” means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board;

(xi) “Distribution” means the payment of a dividend or any part of the income or profit of a corporation to its members, directors or officers;

(xii) “Domestic corporation” means a corporation;

(xiii) “Effective date of notice” is defined in W.S. 17-19-141 ;

(xiv) “Employee” does not include an officer or director who is not otherwise employed by the corporation;

(xv) “Entity” includes corporation and foreign corporation, business corporation and foreign business corporation, profit and nonprofit unincorporated association, corporation sole, business trust, estate, partnership, trust, and two (2) or more persons having a joint or common economic interest, and state, United States and foreign government;

(xvi) “File,” “filed,” or “filing” means filed in the office of the secretary of state;

(xvii) “Foreign corporation” means the corporation organized under a law other than the law of this state which would be a nonprofit corporation if formed under the laws of this state;

(xviii) “Governmental subdivision” includes authority, county, district, municipality and any other political subdivision;

(xix) “Includes” denotes a partial definition;

(xx) “Individual” includes the estate of an incompetent individual;

(xxi) “Means” denotes a complete definition;

(xxii) “Member” means (without regard to what a person is called in the articles or bylaws) any person or persons who on more than one (1) occasion, pursuant to a provision of a corporation's articles or bylaws, have the right to vote for the election of a director or directors, subject to the following:

(A) A person is not a member by virtue of any of the following:

(I) Any rights the person has as a delegate;

(II) Any rights the person has to designate a director or directors; or

(III) Any rights the person has as a director.

(B) All members or all members of a class of members shall have the same number of votes unless the articles of incorporation specify otherwise.

(xxiii) “Membership” refers to the rights and obligations a member or members have pursuant to a corporation's articles, bylaws and this act;

(xxiv) “Mutual benefit corporation” means a domestic corporation which is formed as a mutual benefit corporation pursuant to article 2 of this act or is required to be a mutual benefit corporation pursuant to W.S. 17-19-1804 ;

(xxv) “Notice” is defined in W.S. 17-19-141 ;

(xxvi) “Person” includes any individual or entity;

(xxvii) “Principal office” means the office (within or outside this state) so designated in the annual report;

(xxviii) “Proceeding” includes civil suit and criminal, administrative, and investigatory action;

(xxix) “Public benefit corporation” means a domestic corporation which is formed as a public benefit corporation pursuant to article 2 of this act or is required to be a public benefit corporation pursuant to W.S. 17-19-1804 ;

(xxx) “Record date” means the date established under article 6 or 7 of this act on which a corporation determines the identity of its members for the purposes of this act;

(xxxi) “Religious corporation” means a domestic corporation which is formed as a religious corporation pursuant to article 2 of this act or is required to be a religious corporation pursuant to W.S. 17-19-1804 ;

(xxxii) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17-19-840(b) for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation;

(xxxiii) “State,” when referring to a part of the United States, includes a state and commonwealth (and their agencies and governmental subdivisions) and a territory, and insular possession (and their agencies and governmental subdivisions) of the United States;

(xxxiv) “United States” includes district, authority, bureau, commission, department and any other agency of the United States;

(xxxv) “Vote” includes authorization by written ballot and written consent;

(xxxvi) “Voting power” means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors;

(xxxvii) “ Registered agent ” means as provided in W.S. 17-28-101 through 17-28-111 ;

(xxxviii) “ This act ” means W.S. 17-19-101 through 17-19-1807 .
Wyo. Stat. § 17-16-1103 — WY Code / Title 17 / Chapter 16 / Section 17-16-1103
§ 17-16-1103. Share exchange
Status: in_force

(a) Through a share exchange:

(i) A domestic corporation may acquire all of the shares of one (1) or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one (1) or more classes or series of interests of a domestic or foreign other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or

(ii) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or other entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

(b) A foreign corporation or eligible entity, may be a party to a share exchange only if the share exchange is permitted by the organic law under which the corporation or other entity is organized or by which it is governed. If Wyoming law does not otherwise provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If Wyoming law does not otherwise provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in this article and article 13 of this chapter. For the purposes of applying this article and article 13 of this chapter:

(i) The other entity, its interest holders, interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and

(ii) If the business and affairs of the other entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.

(c) The plan of exchange shall include:

(i) The name of each corporation or other entity whose shares or interests will be acquired and the name of the corporation or other entity that will acquire those shares or interests;

(ii) The terms and conditions of the share exchange;

(iii) The manner and basis of exchanging the shares of a corporation or interests in any other entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, other property or any combination of the foregoing; and

(iv) Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any party to the share exchange.

(d) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan.

(e) The plan of share exchange may also include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan shall provide that subsequent to approval of the plan by the shareholders the plan may not be amended to change:

(i) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange; or

(ii) Any of the other terms or conditions of the plan if the change would adversely affect the shareholders of the domestic corporation in any material respect.

(f) This section does not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange.
Wyo. Stat. § 17-23-301 — WY Code / Title 17 / Chapter 23 / Section 17-23-301
§ 17-23-301. Reserved power of state to amend or repeal chapter
Status: repealed

All provisions of this chapter may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.
Wyo. Stat. § 17-10-233 — WY Code / Title 17 / Chapter 10 / Section 17-10-233
§ 17-10-233. Allocations and distributions to members
Status: in_force

(a) The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifteen percent (15%) of the total profits in any fiscal year.

(b) The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative by the patron membership interests collectively and other membership interests. The distributions to patron membership interests collectively shall not be less than fifteen percent (15%) of the total distributions in any fiscal year.
Wyo. Stat. § 17-16-705 — WY Code / Title 17 / Chapter 16 / Section 17-16-705
§ 17-16-705. Notice of meeting
Status: in_force

(a) A corporation shall notify shareholders of the date, time, place and means of communication of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless this act or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

(b) Unless this act or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

(c) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

(d) If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, place or means of communication, notice need not be given of the new date, time, place or means of communication if the new date, time place or means of communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-16-707 , however, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
Wyo. Stat. § 17-10-204 — WY Code / Title 17 / Chapter 10 / Section 17-10-204
§ 17-10-204. Registered agent; change of registered office or registered agent
Status: repealed

(a) Each cooperative shall have and continuously maintain in this state:

(i) A registered office as provided in W.S. 17-28-101 through 17-28-111 ;

(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111 .

(b) to (d) Repealed by Laws 2008, ch. 90, § 3.

(e) If any cooperative has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of mailing or electronic submission of the notice, the cooperative shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct cooperative may at any time within two (2) years after the forfeiture of its certificate, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of one hundred dollars ($100.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The cooperative shall retain its registered name during the two (2) year reinstatement period under this section.

(f) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all cooperatives.
Wyo. Stat. § 17-14-1014 — WY Code / Title 17 / Chapter 14 / Section 17-14-1014
§ 17-14-1014. Effect of certification
Status: in_force

(a) Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though formed under the laws of this state.

(b) Except for the purpose of W.S. 16-6-101 through 16-6-121 , the existence of any limited partnership issued a certificate of continuance shall be deemed to have commenced on the date the limited partnership was originally formed under the laws of another state.

(c) The laws of Wyoming shall apply to a limited partnership continuing under this act from the date a certificate of continuance is issued by the secretary of state.

(d) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.
Wyo. Stat. § 17-16-1320 — WY Code / Title 17 / Chapter 16 / Section 17-16-1320
§ 17-16-1320. Notice of appraisal rights
Status: in_force

(a) If proposed corporate action described in W.S. 17-16-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice shall state that corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this article. If the corporation concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice sent to those record shareholders entitled to exercise appraisal rights.

(b) In a merger pursuant to W.S. 17-16-1105 , the parent corporation shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. The notice shall be sent within ten (10) days after the corporate action became effective and include the materials described in W.S. 17-16-1322 .

(c) Where any corporate action specified in W.S. 17-16-1302(a) is to be approved by written consent of the shareholders pursuant to W.S. 17-16-704 :

(i) Written notice that appraisal rights are, are not or may be available shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this article; and

(ii) Written notice that appraisal rights are, are not or may be available shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by W.S. 17-16-704(e) and (f) , may include the materials described in W.S. 17-16-1322 and, if the corporation has concluded that appraisal rights are or may be available, shall be accompanied by a copy of this article.

(d) Where corporate action described in W.S. 17-16-1302(a) is proposed, or a merger pursuant to W.S 17-16-1105 is effected, the notice referred to in subsection (a) or (c) of this section, if the corporation concludes that appraisal rights are or may be available, and in subsection (b) of this section shall be accompanied by:

(i) The annual financial statements specified in W.S. 17-16-1620(a) of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than sixteen (16) months before the date of the notice and shall comply with W.S. 17-16-1620(b) ; provided that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and

(ii) The latest available quarterly financial statements of such corporation, if any.

(e) The right to receive the information described in subsection (d) of this section may be waived in writing by a shareholder before or after the corporate action.
Wyo. Stat. § 17-18-106 — WY Code / Title 17 / Chapter 18 / Section 17-18-106
§ 17-18-106. Statement; consent to service of process; filing fee; copy to target company
Status: in_force

(a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror shall pay a filing fee of seven hundred fifty dollars ($750.00) and shall, not later than the filing date of the statement, deliver a copy of the statement to the target company at its principal office and, if different, to its Wyoming registered agent for service of process.

(b) If a takeover offer is subject to any federal law, the statement shall be one (1) copy of each document required to be filed with the securities and exchange commission and any other federal agency. If the takeover offer is not subject to any requirement of federal law, the statement shall be filed on forms prescribed by the secretary of state and shall contain the following information:

(i) The identity of and material information concerning the offeror, including:

(A) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period;

(B) If the offeror is not a corporation, information concerning the person's background, including his material business activities and affiliations during the past three (3) years, and a description of any material pending legal or administrative proceeding in which he is a party.

(ii) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the target company, and, if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all the parties;

(iii) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to liquidate the target company, sell its assets, effect its merger or consolidation, or make any other major change in its business, corporate structure, management or personnel;

(iv) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly;

(v) Information as to any contracts, arrangements, understandings or negotiations with any person concerning any equity security of the target company, including transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom those contracts, arrangements or understandings have been entered;

(vi) Information as to any contracts, arrangements, understandings or negotiations, with any person who is an officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer;

(vii) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent to the offerees initially disclosing the takeover offer; and

(viii) Any other information which the secretary of state prescribes by regulation.
Wyo. Stat. § 17-11-110 — WY Code / Title 17 / Chapter 11 / Section 17-11-110
§ 17-11-110. Board of directors
Status: in_force

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members.

(b) The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.

(c) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.
Wyo. Stat. § 17-28-110 — WY Code / Title 17 / Chapter 28 / Section 17-28-110
§ 17-28-110. Reinstatement after administrative dissolution or revocation of authority
Status: in_force

(a) Except as otherwise provided by law for specific business entities, a business entity administratively dissolved or whose certificate of authority is revoked for violation of any provision of this chapter may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution or revocation. Reinstatement may be denied by the secretary of state if the business entity has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the business entity was engaged in illegal operations.

(b) If the secretary of state determines that the business entity is in compliance with this chapter, he shall cancel the certificate of dissolution or revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the business entity as provided in this chapter.

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution or revocation and the business entity resumes carrying on its business as if the administrative dissolution or revocation had never occurred.

(d) Appeals of decisions of the secretary of state under this section may be made as provided in W.S. 17-16-1423 .
Wyo. Stat. § 17-29-403 — WY Code / Title 17 / Chapter 29 / Section 17-29-403
§ 17-29-403. Liability for contributions
Status: in_force

A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company.
Wyo. Stat. § 17-14-706 — WY Code / Title 17 / Chapter 14 / Section 17-14-706
§ 17-14-706. Right to distribution
Status: in_force

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
Wyo. Stat. § 17-4-612 — WY Code / Title 17 / Chapter 4 / Section 17-4-612
§ 17-4-612. Severability clause
Status: in_force

If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.
Wyo. Stat. § 17-29-102 — WY Code / Title 17 / Chapter 29 / Section 17-29-102
§ 17-29-102. Definitions
Status: in_force

(a) As used in this chapter:

(i) “ Articles of organization ” means the articles required by W.S. 17-29-201(b) . The term includes the articles as amended or restated;

(ii) “ Contribution ” means any benefit provided by a person to a limited liability company:

(A) In order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(B) In order to become a member after formation of the company and in accordance with an agreement between the person and the company; or

(C) In the person's capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.

(iii) “ Debtor in bankruptcy ” means a person that is the subject of:

(A) An order for relief under Title 11 of the United States Code or a successor statute of general application; or

(B) A comparable order under federal, state or foreign law governing insolvency.

(iv) “ Designated office ” means:

(A) The office of a registered agent that a limited liability company is required to designate and maintain under W.S. 17-28-101 ; or

(B) The principal office of a foreign limited liability company.

(v) “ Distribution ”, except as otherwise provided in W.S. 17-29-405(g) , means a transfer of money or other property from a limited liability company to another person on account of a transferable interest;

(vi) “ Effective ” with respect to a record required or permitted to be delivered to the secretary of state for filing under this article, means effective under W.S. 17-29-205(c) ;

(vii) “ Foreign limited liability company ” means an unincorporated entity formed under the law of a jurisdiction other than this state and denominated by that law as a limited liability company or which appears to the secretary of state to possess characteristics sufficiently similar to those of a limited liability company organized under this chapter;

(viii) “ Limited liability company ”, except in the phrase “ foreign limited liability company ”, means an entity formed under this chapter;

(ix) “ Low profit limited liability company ” means a limited liability company that has set forth in its articles of organization a business purpose that satisfies, and which limited liability company is at all times operated to satisfy, each of the following requirements:

(A) The entity significantly furthers the accomplishment of one (1) or more charitable or educational purposes within the meaning of section 170(c)(2)(B) of the Internal Revenue Code 1 and would not have been formed but for the entity's relationship to the accomplishment of charitable or educational purposes;

(B) No significant purpose of the entity is the production of income or the appreciation of property provided, however, that the fact that an entity produces significant income or capital appreciation shall not, in the absence of other factors, be conclusive evidence of a significant purpose involving the production of income or the appreciation of property; and

(C) No purpose of the entity is to accomplish one (1) or more political or legislative purposes within the meaning of section 170(c)(2)(D) of the Internal Revenue Code .

(x) “ Manager ” means a person that under the operating agreement of a manager-managed limited liability company is responsible, alone or in concert with others, for performing the management functions stated in W.S. 17-29-407(c) ;

(xi) “ Manager-managed limited liability company ” means a limited liability company that qualifies under W.S. 17-29-407(a) ;

(xii) “ Member ” means a person that has become a member of a limited liability company under W.S. 17-29-401 and has not dissociated under W.S. 17-29-602 ;

(xiii) “ Member-managed limited liability company ” means a limited liability company that is not a manager-managed limited liability company;

(xiv) “ Operating agreement ” means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in W.S. 17-29-110(a) . The term includes the agreement as amended or restated;

(xv) “ Organizer ” means a person that acts under W.S. 17-29-201 to form a limited liability company;

(xvi) “Person” means as defined by W.S. 8-1-102(a)(vi) ;

(xvii) “ Principal office ” means the principal executive office of a limited liability company or foreign limited liability company, whether or not the office is located in this state;

(xviii) “ Record ” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(xix) “ Sign ” or “ signature ” includes any manual, facsimile, conformed or electronic signature;

(xx) “ State ” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States;

(xxi) “ Transfer ” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift or transfer by operation of law;

(xxii) “ Transferable interest ” means the right, as originally associated with a person's capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right;

(xxiii) “ Transferee ” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a member;

(xxiv) “ Financial institution ” means a bank, savings and loan association or state chartered credit union;

(xxv) “ Majority of the members ,” unless the operating agreement provides otherwise, means:

(A) For a limited liability company formed before July 1, 2010, more than fifty percent (50%) of its membership interests based on each member's proportionate contribution to the capital of the limited liability company, as adjusted from time to time to properly reflect any additional contributions or withdrawals by the members, unless the limited liability company amends its articles of organization to provide otherwise;

(B) For a limited liability company formed on or after July 1, 2010, a per capita majority of the members.
Wyo. Stat. § 17-17-115 — WY Code / Title 17 / Chapter 17 / Section 17-17-115
§ 17-17-115. Exercise of compulsory purchase right
Status: in_force

(a) A person entitled and desiring to exercise the compulsory purchase right described in W.S. 17-17-114 must deliver a written notice to the corporation, within one hundred twenty (120) days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.

(b) Within twenty (20) days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than forty (40) days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.

(c) The corporation must deliver a purchase offer to the person requesting it within seventy-five (75) days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person must accept the purchase offer in writing within fifteen (15) days after receiving it or the offer is rejected.

(d) A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one (1) or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one (1) class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.

(e) If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the buyer is entitled to commence a proceeding for dissolution under W.S. 17-17-116 .
Wyo. Stat. § 17-10-103 — WY Code / Title 17 / Chapter 10 / Section 17-10-103
§ 17-10-103. Formation
Status: in_force

Five (5) or more persons, qualified electors of the state of Wyoming, engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act.
Wyo. Stat. § 17-16-201 — WY Code / Title 17 / Chapter 16 / Section 17-16-201
§ 17-16-201. Incorporators
Status: in_force

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Wyo. Stat. § 17-16-1801 — WY Code / Title 17 / Chapter 16 / Section 17-16-1801
§ 17-16-1801. Domestication of foreign corporations
Status: in_force

Any corporation incorporated under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi) , or acting as a financial institution as described by W.S. 13-1-101(a)(ix) may become a domestic corporation of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign corporation a certificate of domestication which shall continue the corporation as if it had been incorporated under this act. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign corporation and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic corporations under the provisions of the Wyoming Business Corporation Act. A corporation does not become a resident for the purpose of W.S. 16-6-101 through 16-6-118 solely because it becomes a domestic corporation under this section.
Wyo. Stat. § 17-16-130 — WY Code / Title 17 / Chapter 16 / Section 17-16-130
§ 17-16-130. Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act.
Wyo. Stat. § 17-16-124 — WY Code / Title 17 / Chapter 16 / Section 17-16-124
§ 17-16-124. Correcting filed document
Status: in_force

(a) A domestic or foreign corporation may correct a document filed with the secretary of state if the document:

(i) Contains an inaccuracy;

(ii) Was defectively executed, attested, sealed, verified, or acknowledged; or

(iii) The electronic transmission was defective.

(b) A document is corrected:

(i) By preparing articles of correction that:

(A) Describe the document, including its filing date, or attach a copy of the document to the articles of correction;

(B) Specify the inaccuracy or defect to be corrected; and

(C) Correct the inaccuracy or defect.

(ii) By delivering the articles of correction to the secretary of state for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
Wyo. Stat. § 17-17-113 — WY Code / Title 17 / Chapter 17 / Section 17-17-113
§ 17-17-113. Attempted share transfer in breach of prohibition
Status: in_force

(a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.

(b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by W.S. 17-17-110 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation must give the transferee written notice within thirty (30) days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
Wyo. Stat. § 17-19-1110 — WY Code / Title 17 / Chapter 19 / Section 17-19-1110
§ 17-19-1110. Approval of plan of consolidation
Status: in_force

(a) Subject to the limitations set forth in W.S. 17-19-1111 , one (1) or more nonprofit corporations may consolidate into a new business or nonprofit corporation, if the plan of consolidation is approved as provided in W.S. 17-19-1112 .

(b) The plan of consolidation shall set forth:

(i) The name of each corporation planning to consolidate and the name of the new corporation into which each plans to consolidate which is hereinafter designated as the new corporation;

(ii) The terms and conditions of the planned consolidation;

(iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the new corporation;

(iv) If the consolidation involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each consolidating corporation into memberships, obligations or securities of the new corporation or into cash or other property in whole or part; and

(v) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this act.

(c) The plan of consolidation may set forth other provisions relating to the planned consolidation.
Wyo. Stat. § 17-23-201 — WY Code / Title 17 / Chapter 23 / Section 17-23-201
§ 17-23-201. Merger and consolidation
Status: in_force

(a) Pursuant to an agreement of merger or consolidation, a statutory trust may merge or consolidate with or into one (1) or more statutory trusts or other business entities formed or organized or existing under the laws of this state or any other state of the United States or any foreign country or other foreign jurisdiction, with the statutory trust or other business entity as the agreement provides being the surviving or resulting statutory trust or other business entity. Unless otherwise provided in the governing instrument of a statutory trust, a merger or consolidation shall be approved by all of the trustees and the beneficial owners of each statutory trust which is to merge or consolidate. In connection with a merger or consolidation, rights or securities of, or interests in, a statutory trust or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting statutory trust or other business entity or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, a statutory trust or other business entity which is not the surviving or resulting statutory trust or other business entity in the merger or consolidation. Notwithstanding prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for termination or amendment contained in the agreement of merger or consolidation.

(b) If a statutory trust is merging or consolidating under this section, the statutory trust or other business entity surviving or resulting from the merger or consolidation shall file a certificate of merger or consolidation in the office of the secretary of state. The certificate of merger or consolidation shall state:

(i) The name and jurisdiction of formation or organization of each statutory trust or other business entity which is to merge or consolidate;

(ii) That an agreement of merger or consolidation has been approved and executed by each statutory trust or other business entity which is to merge or consolidate;

(iii) The name of the surviving or resulting statutory trust or other business entity;

(iv) The future effective date or time of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(v) That the executed agreement of merger or consolidation is on file at the principal place of business of the surviving or resulting statutory trust or other business entity, and the address thereof;

(vi) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting statutory trust or other business entity, on request and without cost, to any beneficial owner of any statutory trust or any person holding an interest in any other business entity which is to merge or consolidate; and

(vii) If the surviving or resulting entity is not a statutory trust or other business entity formed or organized or existing under the laws of this state, a statement that the surviving or resulting other business entity agrees that it may be served with process in this state in any action, suit or proceeding for the enforcement of any obligation of any statutory trust which is to merge or consolidate. The statement shall irrevocably appoint the secretary of state as the agent to accept service of process in any such action, suit or proceeding and specify the address to which a copy of the process shall be mailed by the secretary of state. In the event of service under this paragraph upon the secretary of state, the plaintiff shall furnish the secretary of state with the address specified in the certificate of merger or consolidation provided for in this paragraph and any other address which the plaintiff may elect to furnish, together with copies of the process required by the secretary of state. The secretary of state shall notify the surviving or resulting other business entity at all addresses furnished by the plaintiff by letter, certified mail, return receipt requested. The letter shall enclose a copy of the process and any other papers served upon the secretary of state. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate, to notify the secretary of state that service is being made pursuant to this paragraph, and to pay the secretary of state the sum of fifty dollars ($50.00) for use of the state, which shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail. The secretary of state shall maintain an alphabetical record of any process under this paragraph setting forth the name of the plaintiff and defendant, the title, docket number and nature of the proceedings in which process has been served upon him, the return date thereof, and the day and hour when the service was made. The secretary of state shall not be required to retain the information for a period longer than five (5) years from his receipt of the service of process.

(c) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation shall be effective at the future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the secretary of state of a certificate of merger or consolidation.

(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a statutory trust which is not the surviving or resulting entity in the merger or consolidation.

(e) Notwithstanding anything to the contrary contained in the governing instrument, a governing instrument containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (a) of this section may:

(i) Effect any amendment to the governing instrument of the statutory trust; or

(ii) Effect the adoption of a new governing instrument of the statutory trust if it is the surviving or resulting statutory trust in the merger or consolidation.

(f) Any amendment to the governing instrument of a statutory trust or adoption of a new governing instrument of the statutory trust made pursuant to subsection (e) of this section shall be effective at the effective time or date of the merger or consolidation. The provisions of subsection (e) of this section and this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this article by any other means provided for in the governing instrument of a statutory trust or other agreement or as otherwise permitted by law, including that the governing instrument of any constituent statutory trust to the merger or consolidation, including a statutory trust formed for the purpose of consummating a merger or consolidation, shall be the governing instrument of the surviving or resulting statutory trust.

(g) When any merger or consolidation shall have become effective under this section, for all purposes of the laws of the state, all of the rights, privileges and powers of each of the statutory trusts and other business entities that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those statutory trusts and other business entities, as well as all other things and causes of action belonging to each of such statutory trusts and other business entities, shall be vested in the surviving or resulting statutory trust or other business entity as they were of each of the statutory trusts and other business entities that have merged or consolidated. The title to any real property vested by deed or otherwise, under the laws of the state, in any of merging or consolidating statutory trusts and other business entities, shall not revert or be in any way impaired by reason of this chapter. All rights of creditors and all liens upon any property of any merging or consolidating statutory trusts and other business entities shall be preserved unimpaired, and all debts, liabilities and duties of each of the statutory trusts and other business entities that have merged or consolidated shall attach to the surviving or resulting statutory trust or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.
Wyo. Stat. § 17-30-1101 — WY Code / Title 17 / Chapter 30 / Section 17-30-1101
§ 17-30-1101. Continuance
Status: in_force

(a) Consistent with subsection (d) of this section, a foreign foundation organized under the laws of a foreign jurisdiction may apply to the secretary of state for registration under this act, upon acknowledgement by the foreign jurisdiction that the domicile of the foreign foundation in that jurisdiction has terminated.

(b) The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance specified by subsection (e) of this section together with the other statements, information and documents required by this section.

(c) Upon issuance of a certificate of registration by the secretary of state, the foreign foundation shall continue to operate under the laws of this state as if the foreign foundation had been organized as a statutory foundation in this state. The secretary of state may impose limitations or conditions on a certificate of registration as appropriate.

(d) The secretary of state shall cause notice of issuance of a certificate of registration to be given to the proper officer of the foreign jurisdiction in which the foreign foundation was previously organized.

(e) Articles of continuance filed with the secretary of state by a foreign foundation under this section shall contain:

(i) A certified copy of the original articles of formation of the foundation, including any amendments thereto, or its equivalent basic charter or other authorization;

(ii) The name of the foreign foundation and the foreign jurisdiction in which the foundation was lawfully organized;

(iii) The date of organization of the foreign foundation in the foreign jurisdiction;

(iv) The principal mailing address of the foreign foundation;

(v) The name and address of the proposed registered agent in this state;

(vi) Any additional information specified for articles of formation under W.S. 17-30-303 .

(f) An application for articles of continuance shall be executed by any member of the board of directors of the foreign foundation or any officer authorized to execute the application on behalf of the foundation.

(g) The provisions of the articles of continuance may vary from the provisions of the articles of formation of the foreign foundation, the equivalent basic charter or other authorization in the foreign jurisdiction only if those variations could be lawfully effectuated by amending articles of formation as otherwise provided under this act.

(h) Upon issuance of a certificate of registration by the secretary of state, the articles of continuance shall be deemed to be the articles of formation of the foreign foundation. The foreign foundation may elect to incorporate by reference in its articles of continuance the basic charter or other authorization adopted in the foreign jurisdiction in which the foreign foundation was formed, for the purpose of continuing to act under the charter or other authorization, provided that the basic charter or other authorization shall be deemed amended to the extent necessary to make the charter or authorization conform to this act and other provisions of law.

(j) The existence of a foreign foundation that is issued a certificate of continuation under this act shall be deemed to have commenced on the date the foreign foundation commenced its existence in the foreign jurisdiction in which it was first formed, organized or otherwise came into being. The laws of this state shall apply to a foreign foundation continuing under this act to the same extent as if it had been organized under the laws of this state from and after the issuance of a certificate of continuation under this act by the secretary of state. If a foreign foundation 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 prosecutions or civil or administrative actions, or other convictions, rulings, orders or judgments.
Wyo. Stat. § 17-16-1622 — WY Code / Title 17 / Chapter 16 / Section 17-16-1622
§ 17-16-1622. Other reports to shareholders
Status: in_force

(a) If a corporation indemnifies or advances expenses to a director under W.S. 17-16-851 through 17-16-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.

(b) If a corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.
Wyo. Stat. § 17-10-231 — WY Code / Title 17 / Chapter 10 / Section 17-10-231
§ 17-10-231. Patron member voting in cooperatives constituted entirely or partially of other cooperatives or associations
Status: in_force

(a) A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:

(i) A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;

(ii) A stipulated number of patron members in the member cooperative;

(iii) A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or

(iv) A combination of methods in paragraphs (i) through (iii) of this subsection.

(b) A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or, have an additional vote for:

(i) A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;

(ii) A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or

(iii) A combination of methods in paragraphs (i) and (ii) of this subsection.
Wyo. Stat. § 17-29-702 — WY Code / Title 17 / Chapter 29 / Section 17-29-702
§ 17-29-702. Winding up
Status: reserved

(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.

(b) In winding up its activities, a limited liability company:

(i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and

(ii) May:

(A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;

(B) Preserve the company activities and property as a going concern for a reasonable time;

(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;

(D) Transfer the company's property;

(E) Settle disputes by mediation or arbitration;

(F) Reserved; and

(G) Perform other acts necessary or appropriate to the winding up.

(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii) .

(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:

(i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii) ; and

(ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:

(A) State that the company has no members;

(B) State that the person has been appointed pursuant to this subsection to wind up the company; and

(C) Provide the street and mailing addresses of the person.

(e) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:

(i) On application of a member, if the applicant establishes good cause;

(ii) On the application of a transferee, if:

(A) The company does not have any members;

(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and

(C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or

(iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v) .
Wyo. Stat. § 17-19-844 — WY Code / Title 17 / Chapter 19 / Section 17-19-844
§ 17-19-844. Contract rights of officers
Status: in_force

(a) The appointment of an officer does not itself create contract rights.

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Wyo. Stat. § 17-21-105 — WY Code / Title 17 / Chapter 21 / Section 17-21-105
§ 17-21-105. Execution, filing, and recording of statements
Status: in_force

(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state. If a statement of partnership authority is filed with the secretary of state under W.S. 17-21-303 , all statements provided for under this chapter subsequent to the filing of this statement shall be filed with the secretary of state in accordance with this chapter. If the secretary of state refuses to file a statement, the secretary of state shall return it to a partner or representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

(b) A certified copy of a statement that has been filed in the office of the secretary of state that is recorded in the office for recording transfers of real property shall have the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state shall not have the effect provided for recorded statements in this chapter.

(c) A statement filed by a partnership must be executed by at least two (2) partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement must personally declare under penalty of perjury that the contents of the statement are accurate.

(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement and states the substance of the amendment or cancellation.

(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.

(f) The secretary of state shall collect a fee of ten dollars ($10.00) for filing or providing a certified copy of a statement. The appropriate county clerk shall collect a fee of ten dollars ($10.00) for recording a statement.
Wyo. Stat. § 17-19-1505 — WY Code / Title 17 / Chapter 19 / Section 17-19-1505
§ 17-19-1505. Effect of certificate of authority
Status: in_force

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this act.

(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this act, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.

(c) This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
Wyo. Stat. § 17-19-130 — WY Code / Title 17 / Chapter 19 / Section 17-19-130
§ 17-19-130. Powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act.
Wyo. Stat. § 17-21-805 — WY Code / Title 17 / Chapter 21 / Section 17-21-805
§ 17-21-805. Partner's power to bind partnership after dissolution
Status: in_force

(a) Subject to W.S. 17-21-806 , a partnership is bound by a partner's act after dissolution that:

(i) Is appropriate for winding up the partnership business; or

(ii) Would have bound the partnership under W.S. 17-21-301 before dissolution, if the other party to the transaction does not have notice of the dissolution.
Wyo. Stat. § 17-18-401 — WY Code / Title 17 / Chapter 18 / Section 17-18-401
§ 17-18-401. No effect on other actions; no liability
Status: in_force

This act does not effect, directly or indirectly, the validity of another action by the board of directors of a corporation, nor does it preclude the board of directors from taking other action in accordance with law. The board of directors incurs no liability for elections made or not made under this act.
Wyo. Stat. § 17-19-640 — WY Code / Title 17 / Chapter 19 / Section 17-19-640
§ 17-19-640. Delegates
Status: in_force

(a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.

(b) The articles or bylaws may set forth provisions relating to:

(i) The characteristics, qualifications, rights, limitations and obligations of delegates including their selection and removal;

(ii) Calling, noticing, holding and conducting meetings of delegates; and

(iii) Carrying on corporate activities during and between meetings of delegates.
Wyo. Stat. § 17-10-216 — WY Code / Title 17 / Chapter 10 / Section 17-10-216
§ 17-10-216. Number of directors
Status: in_force

The board shall have not less than three (3) directors.
Wyo. Stat. § 17-14-1101 — WY Code / Title 17 / Chapter 14 / Section 17-14-1101
§ 17-14-1101. Right of action
Status: in_force

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
Wyo. Stat. § 17-31-110 — WY Code / Title 17 / Chapter 31 / Section 17-31-110
§ 17-31-110. Standards of conduct for members
Status: in_force

Unless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to the implied contractual covenant of good faith and fair dealing.
Wyo. Stat. § 17-17-123 — WY Code / Title 17 / Chapter 17 / Section 17-17-123
§ 17-17-123. Annual meeting
Status: in_force

(a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a different date.

(b) A statutory close corporation need not hold an annual meeting unless one (1) or more shareholders deliver written notice to the corporation requesting a meeting at least thirty (30) days before the meeting date determined under subsection (a) of this section.
Wyo. Stat. § 17-16-626 — WY Code / Title 17 / Chapter 16 / Section 17-16-626
§ 17-16-626. Shares without certificates
Status: in_force

(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.

(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall give the shareholder a written statement of the information required on certificates by W.S. 17-16-625(b) and (c) , and, if applicable, W.S. 17-16-627 .
Wyo. Stat. § 17-16-202 — WY Code / Title 17 / Chapter 16 / Section 17-16-202
§ 17-16-202. Articles of incorporation
Status: reserved

(a) The articles of incorporation shall set forth:

(i) A corporate name for the corporation that satisfies the requirements of W.S. 17-16-401 ;

(ii) The number of shares the corporation is authorized to issue, which may be unlimited if so stated;

(iii) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and

(iv) The name and address of each incorporator.

(b) The articles of incorporation may set forth:

(i) The names and addresses of the individuals who are to serve as the initial directors;

(ii) Provisions not inconsistent with law including:

(A) The purpose or purposes for which the corporation is organized;

(B) Managing the business and regulating the affairs of the corporation;

(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;

(D) A par value for authorized shares or classes of shares;

(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.

(iii) Any provision that under this act is required or permitted to be set forth in the bylaws;

(iv) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:

(A) The amount of financial benefit received by a director to which he is not entitled;

(B) An intentional infliction of harm on the corporation or shareholders;

(C) A violation of W.S. 17-16-833 ; or

(D) An intentional violation of criminal law; and

(v) A provision permitting or making obligatory indemnification of a director for liability (as defined in W.S. 17-16-850(a)(iii) ) to any person for any action taken, or failure to take any action, as a director, except liability for:

(A) Receipt of a financial benefit to which he is not entitled;

(B) An intentional infliction of harm on the corporation or its shareholders;

(C) A violation of W.S. 17-16-833 ; or

(D) An intentional violation of criminal law.

(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.

(d) Reserved.

(e) The articles of incorporation shall be accompanied by a written consent to appointment signed by the registered agent.
Wyo. Stat. § 17-16-861 — WY Code / Title 17 / Chapter 16 / Section 17-16-861
§ 17-16-861. Judicial action
Status: in_force

(a) A transaction effected or proposed to be effected by the corporation, or by an entity controlled by the corporation, may not be the subject of equitable relief, or give rise to an award of damages or other relief against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if it is not a director's conflicting interest transaction.

(b) A director's conflicting interest transaction may not be the subject of equitable relief, or give rise to an award of damages or other relief against a director of the corporation, in a proceeding by a shareholder or by or in the right of the corporation, on the ground that the director has an interest respecting the transaction, if:

(i) Directors' action respecting the transaction was taken in compliance with W.S. 17-16-862 at any time; or

(ii) Shareholders' action respecting the transaction was taken in compliance with W.S. 17-16-863 at any time; or

(iii) The transaction, judged according to the circumstances at the relevant time, is established to have been fair to the corporation.
Wyo. Stat. § 17-16-1810 — WY Code / Title 17 / Chapter 16 / Section 17-16-1810
§ 17-16-1810. Continuance of foreign corporations
Status: in_force

(a) Subject to subsection (b) of this section, any corporation incorporated for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi) , or acting as a financial institution as described by W.S. 13-1-101(a)(ix) under the laws of any jurisdiction other than this state may, if the jurisdiction will acknowledge the corporation's termination of domicile in the foreign jurisdiction, apply to the secretary of state for registration under this act, thus continuing the foreign corporation in Wyoming as if it had been incorporated in this state. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued subject to any limitations and conditions and may contain any provisions as may appear proper to the secretary of state.

(b) The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the jurisdiction in which the corporation was previously incorporated.

(c) The articles of continuance filed by a foreign corporation with the secretary of state shall contain:

(i) A certified copy of its original articles of incorporation and all amendments thereto or its equivalent basic corporate charter or other authorization;

(ii) The name of the corporation and the jurisdiction under the laws of which it is incorporated;

(iii) The date of incorporation and the period of duration of the corporation;

(iv) The address of the principal office of the corporation;

(v) The address of the proposed registered office of the corporation in this state and the name of its proposed registered agent in this state at the address;

(vi) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state;

(vii) The names and respective business addresses of the directors and officers of the corporation;

(viii) A statement of the aggregate number of shares or other ownership units which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(x) Such additional information concerning capital structure or financial status as the secretary of state deems necessary to establish fees;

(xi) A statement that the corporation accepts the constitution of this state in compliance with the requirements of article 10, section 5 of the Wyoming constitution ;

(xii) Any additional information necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of registration evidencing its authority to transact business in the state and to determine and to assess any fees and taxes under the laws of this state;

(xiii) Any additional information permitted in articles of incorporation under W.S. 17-16-202 .

(d) The application shall be executed by the corporation by its president or other officer, director, trustee, manager or person performing functions equivalent to those of a president and who is authorized to execute the application on behalf of the corporation and shall be verified by the officer signing the application.

(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the corporation's articles of incorporation or equivalent basic corporate charter or other authorization, if the variation is one which a corporation incorporated under the Wyoming Business Corporation Act could effect by way of amendment to its articles of incorporation. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation. The corporation may elect to incorporate by reference in the articles of continuance its basic corporate charter or other authorization which had been adopted by the corporation in the foreign jurisdiction, in order to permit the same to continue to act as the articles of incorporation of the corporation, provided, however, that such basic corporate 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 corporation heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated or otherwise came into being. The laws of Wyoming shall apply to a corporation continuing under this act to the same extent as if the corporation had been incorporated under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state to the corporation. When a foreign corporation is continued as a corporation under this act, such continuance shall not affect the corporation's ownership of its property or liability for any existing obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative actions, convictions, rulings, orders, judgments, or any other characteristics or aspects of the corporation and its existence.

(g) A share of stock of a foreign corporation issued before the corporation's continuance in Wyoming is deemed to have been issued in compliance with the Wyoming Business Corporation Act and the provisions of the articles of continuance, irrespective of whether the share is fully paid and nonassessable, and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share, and irrespective of whether the certificate is in registered or bearer form. Continuance under this act does not deprive a stockholder of any right or privilege that he claims under, or relieve the stockholder of any liability in respect of, an issued share.

(h) As used in this section, the term “corporation” shall include any incorporated organization, foundation, trust, association, or similar entity which appears to the secretary of state to possess characteristics sufficiently similar to those of a corporation organized under the Wyoming Business Corporation Act.

(j) This act applies to all corporations continued in Wyoming on the effective date of this act. The repeal of any statute or part thereof by this act shall have such effect as is provided in W.S. 17-16-1703 .
Wyo. Stat. § 17-19-1423 — WY Code / Title 17 / Chapter 19 / Section 17-19-1423
§ 17-19-1423. Appeal from denial of reinstatement
Status: in_force

(a) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.

(b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.

(c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings.
Wyo. Stat. § 17-23-109 — WY Code / Title 17 / Chapter 23 / Section 17-23-109
§ 17-23-109. Registered office and registered agent to be maintained
Status: in_force

(a) Each statutory trust shall have and continuously maintain in this state:

(i) A registered office as provided in W.S. 17-28-101 through 17-28-111 ; and

(ii) A registered agent 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 statutory trusts.
Wyo. Stat. § 17-19-841 — WY Code / Title 17 / Chapter 19 / Section 17-19-841
§ 17-19-841. Duties and authority of officers
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.
Wyo. Stat. § 17-18-306 — WY Code / Title 17 / Chapter 18 / Section 17-18-306
§ 17-18-306. Voting rights; resolution
Status: in_force

(a) Control shares acquired in a control share acquisition have the same voting rights accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(b) The resolution required by subsection (a) of this section shall be approved both by a majority of:

(i) All outstanding voting shares, including interested shares; and

(ii) All outstanding shares, excluding interested shares.

(c) In addition to the vote required by subsection (b) of this section, in the event the holders of the outstanding shares of a class are entitled to vote as a separate voting group and the proposed control share acquisition would, if fully carried out, result in any of the changes described in W.S. 17-16-1004(a) , the resolution required by subsection (a) of this section shall be approved both by:

(i) Each voting group entitled to vote separately on a proposal by a majority of all votes entitled to be cast by that voting group, including all interested shares; and

(ii) Each voting group entitled to vote separately on a proposal by a majority vote of all the votes entitled to be cast by that voting group excluding all interested shares.
Wyo. Stat. § 17-16-1520 — WY Code / Title 17 / Chapter 16 / Section 17-16-1520
§ 17-16-1520. Withdrawal of foreign corporation
Status: in_force

(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:

(i) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(ii) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

(iii) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

(iv) A mailing address and an email address to which the secretary of state may provide a copy of any process served on him under paragraph (iii) of this subsection; and

(v) A commitment to notify the secretary of state in the future of any change in its mailing address and email address.

(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall provide a copy of the process to the foreign corporation at the mailing address or email address set forth under subsection (b) of this section.
Wyo. Stat. § 17-18-120 — WY Code / Title 17 / Chapter 18 / Section 17-18-120
§ 17-18-120. Annual meeting purposes
Status: in_force

In addition to the limitations on the matters that may be considered at annual meetings otherwise allowed by statute a qualified corporation may in its bylaws authorize the board to further limit the matters which an annual meeting may consider. The limitations shall not include elimination of the election of directors whose terms expire at the annual meeting. The limitations may take the form of excluding specified matters from consideration, allowing consideration of only certain specified matters, or requiring advance notice of the consideration of certain matters.
Wyo. Stat. § 17-29-1009 — WY Code / Title 17 / Chapter 29 / Section 17-29-1009
§ 17-29-1009. Effect of conversion
Status: in_force

(a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes.

(b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection.
Wyo. Stat. § 17-10-121 — WY Code / Title 17 / Chapter 10 / Section 17-10-121
§ 17-10-121. Marketing contracts generally
Status: in_force

(a) The association and its members may make and execute marketing contracts, requiring the members to sell, for a period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, if any; and other proper reserves; and in interest not exceeding six percent (6%) per annum upon common stock.

(b) The bylaws of the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses or fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state.

(c) In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a certified complaint, showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
Wyo. Stat. § 17-4-411 — WY Code / Title 17 / Chapter 4 / Section 17-4-411
§ 17-4-411. Post registration requirements
Status: in_force

(a) Subject to section 15(h) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o(h) ) or section 222 of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-22 ), a rule adopted or order issued under this act may establish minimum financial requirements for broker-dealers registered or required to be registered under this act and investment advisers registered or required to be registered under this act.

(b) Subject to section 15(h) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o(h) ) or section 222(b) of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-22 ), a broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall file such financial reports as are required by a rule adopted or order issued under this act. If the information contained in a record filed under this subsection is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) Subject to section 15(h) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o(h) ) or section 222 of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-22 ):

(i) A broker-dealer registered or required to be registered under this act and an investment adviser registered or required to be registered under this act shall make and maintain the accounts, correspondence, memoranda, papers, books, and other records required by rule adopted or order issued under this act;

(ii) Broker-dealer records required to be maintained under paragraph (i) of this subsection may be maintained in any form of data storage acceptable under section 17(a) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78q(a) ) if they are readily accessible to the secretary of state; and

(iii) Investment adviser records required to be maintained under paragraph (i) of this subsection may be maintained in any form of data storage required by rule adopted or order issued under this act.

(d) The records of a broker-dealer registered or required to be registered under this act and of an investment adviser registered or required to be registered under this act are subject to such reasonable periodic, special, or other audits or inspections by a representative of the secretary of state, within or without this state, as the secretary of state considers necessary or appropriate in the public interest and for the protection of investors. An audit or inspection may be made at any time and without prior notice. The secretary of state may copy, and remove for audit or inspection copies of, all records the secretary of state reasonably considers necessary or appropriate to conduct the audit or inspection. The secretary of state may assess a reasonable charge for conducting an audit or inspection under this subsection.

(e) Subject to section 15(h) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o(h) ) or section 222 of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-22 ), a rule adopted or order issued under this act may require a broker-dealer or investment adviser that has custody of or discretionary authority over funds or securities of a customer or client to obtain insurance or post a bond or other satisfactory form of security in an amount as set by rule. The secretary of state may determine the requirements of the insurance, bond, or other satisfactory form of security. Insurance or a bond or other satisfactory form of security may not be required of a broker-dealer registered under this act whose net capital exceeds, or of an investment adviser registered under this act whose minimum financial requirements exceed, the amounts required by rule or order under this act. The insurance, bond, or other satisfactory form of security must permit an action by a person to enforce any liability on the insurance, bond, or other satisfactory form of security if instituted within the time limitations in W.S. 17-4-509(k)(ii) .

(f) Subject to section 15(h) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78o(h) ) or section 222 of the Investment Advisers Act of 1940 ( 15 U.S.C. § 80b-22 ), an agent may not have custody of funds or securities of a customer except under the supervision of a broker-dealer and an investment adviser representative may not have custody of funds or securities of a client except under the supervision of an investment adviser or a federal covered investment adviser. A rule adopted or order issued under this act may prohibit, limit, or impose conditions on a broker-dealer regarding custody of funds or securities of a customer and on an investment adviser regarding custody of securities or funds of a client.

(g) With respect to an investment adviser registered or required to be registered under this act, a rule adopted or order issued under this act may require that information or other record be furnished or disseminated to clients or prospective clients in this state as necessary or appropriate in the public interest and for the protection of investors and advisory clients.

(h) A rule adopted or order issued under this act may require an individual registered under W.S. 17-4-402 or 17-4-404 to participate in a continuing education program approved by the securities and exchange commission and administered by a self-regulatory organization or, in the absence of such a program, a rule adopted or order issued under this act may require continuing education for an individual registered under W.S. 17-4-404 .
Wyo. Stat. § 17-29-503 — WY Code / Title 17 / Chapter 29 / Section 17-29-503
§ 17-29-503. Charging order
Status: reserved

(a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.

(b) Reserved.

(c) Reserved.

(d) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.

(e) A limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.

(f) This article does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.

(g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a judgment debtor, including any judgment debtor who may be the sole member, dissociated member or transferee, may, in the capacity of the judgment creditor, satisfy the judgment from the judgment debtor's transferable interest or from the assets of the limited liability company. Other remedies, including foreclosure on the judgment debtor's limited liability interest and a court order for directions, accounts and inquiries that the judgment debtor might have made are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by the court.
Wyo. Stat. § 17-19-1433 — WY Code / Title 17 / Chapter 19 / Section 17-19-1433
§ 17-19-1433. Decree of dissolution
Status: in_force

(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-19-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.

(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with W.S. 17-19-1406 and the notification of its claimants in accordance with W.S. 17-19-1407 and 17-19-1408 .
Wyo. Stat. § 17-16-207 — WY Code / Title 17 / Chapter 16 / Section 17-16-207
§ 17-16-207. Emergency bylaws
Status: in_force

(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:

(i) Procedures for calling a meeting of the board of directors;

(ii) Quorum requirements for the meeting; and

(iii) Designation of additional or substitute directors.

(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(c) Corporate action taken in good faith in accordance with the emergency bylaws:

(i) Binds the corporation; and

(ii) May not be used to impose liability on a corporate director, officer, employee, or agent.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
Wyo. Stat. § 17-16-745 — WY Code / Title 17 / Chapter 16 / Section 17-16-745
§ 17-16-745. Discontinuance or settlement
Status: in_force

A derivative proceeding may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
Wyo. Stat. § 17-4-104 — WY Code / Title 17 / Chapter 4 / Section 17-4-104
§ 17-4-104. References to federal agencies
Status: in_force

A reference in this act to an agency or department of the United States is also a reference to a successor agency or department.
Wyo. Stat. § 17-19-1807 — WY Code / Title 17 / Chapter 19 / Section 17-19-1807
§ 17-19-1807. Transition of mutual benefit corporations to for profit status
Status: in_force

(a) Any corporation organized under this chapter which is a mutual benefit corporation may become a corporation organized under the Wyoming Business Corporation Act by filing amended articles of incorporation complying with the Wyoming Business Corporation Act, providing that the corporation shall become a for profit corporation upon filing the amended articles or on a specific date set in the articles if:

(i) The members are entitled to reasonable notice of the impending change;

(ii) Any members dissenting from the change are entitled to the benefits dissenting shareholders would be entitled to under W.S. 17-16-1320 through 17-16-1331 in proportion to the members' rights to assets in the event of dissolution of the corporation;

(iii) The transition to for profit status shall not impair the obligation or liability of the corporation to others existing at the time of the transition of the corporation; and

(iv) The corporation is not a cooperative utility pursuant to the Wyoming Cooperative Utilities Act.
Wyo. Stat. § 17-19-1103 — WY Code / Title 17 / Chapter 19 / Section 17-19-1103
§ 17-19-1103. Action on plan by board, members and third persons
Status: in_force

(a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of merger to be adopted shall be approved:

(i) By the board;

(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and

(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.

(b) If the corporation does not have members, the merger shall be approved by a majority of the directors in office at the time the merger is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c) . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger.

(c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.

(d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under W.S. 17-19-1004 or 17-19-1022 . The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
Wyo. Stat. § 17-19-1801 — WY Code / Title 17 / Chapter 19 / Section 17-19-1801
§ 17-19-1801. Application to existing domestic corporations
Status: in_force

This act applies to all domestic corporations in existence on its effective date that were incorporated under the following statutes of this state: W.S. 17-6-101 through 17-6-117 , 17-7-101 through 17-7-116 and 17-9-101 through 17-9-106 .
Wyo. Stat. § 17-31-114 — WY Code / Title 17 / Chapter 31 / Section 17-31-114
§ 17-31-114. Dissolution
Status: in_force

(a) A decentralized autonomous organization organized under this chapter shall be dissolved upon the occurrence of any of the following events:

(i) The period fixed for the duration of the organization expires;

(ii) By vote of the majority of the members of a decentralized autonomous organization;

(iii) At the time or upon the occurrence of events specified in the underlying smart contracts or as specified in the articles of organization or operating agreement;

(iv) The decentralized autonomous organization has failed to approve any proposals or take any actions for a period of one (1) year;

(v) The decentralized autonomous organization no longer performs a lawful purpose or is no longer under the control of at least one (1) natural person;

(vi) Where all members of the decentralized autonomous organization have withdrawn in accordance with W.S. 17-31-113 .

(b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization shall execute a statement of intent to dissolve in the form prescribed by the secretary of state.

(c) Any interested party may petition a court of competent jurisdiction for dissolution of a decentralized autonomous organization upon the occurrence of any of the events specified in subsection (a) of this section and upon finding the occurrence of one (1) or more of the events specified in subsection (a) of this section the court shall enter an order dissolving the decentralized autonomous organization.
Wyo. Stat. § 17-17-120 — WY Code / Title 17 / Chapter 17 / Section 17-17-120
§ 17-17-120. Shareholder agreements
Status: in_force

(a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

(b) An agreement authorized by this section is effective although:

(i) It eliminates a board of directors;

(ii) It restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights;

(iii) Its effect is to treat the corporation as a partnership; or

(iv) It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.

(c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement.

(d) A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by W.S. 17-17-121 .

(e) A provision entitling one (1) or more shareholders to dissolve the corporation under W.S. 17-17-133 is effective only if a statement of this right is contained in the articles of incorporation.

(f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.

(g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.

(h) This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.
Wyo. Stat. § 17-18-309 — WY Code / Title 17 / Chapter 18 / Section 17-18-309
§ 17-18-309. Application
Status: in_force

(a) The provisions of this article shall not apply to a control share acquisition if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this article.

(b) A corporation which is not an issuing public corporation may provide in its articles of incorporation or bylaws that this article does not apply to control share acquisitions of shares of the corporation in the event it becomes an issuing public corporation.
Wyo. Stat. § 17-16-143 — WY Code / Title 17 / Chapter 16 / Section 17-16-143
§ 17-16-143. Qualified director
Status: in_force

(a) A “ qualified director ” is a director who, at the time action is to be taken under:

(i) W.S. 17-16-744 , does not have:

(A) A material interest in the outcome of the proceeding; or

(B) A material relationship with a person who has such an interest.

(ii) W.S. 17-16-853 or 17-16-855 :

(A) Is not a party to the proceeding;

(B) Is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under W.S. 17-16-870 , which transaction or disclaimer is challenged in the proceeding; and

(C) Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph.

(iii) W.S. 17-16-862 , is not a director as to whom the transaction is a director's conflicting interest transaction, or a director who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or

(iv) W.S. 17-16-870 , would be a qualified director under paragraph (iii) of this subsection if the business opportunity were a director's conflicting interest transaction.

(b) For purposes of this section:

(i) “ Material interest ” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken;

(ii) “ Material relationship ” means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.

(c) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:

(i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;

(ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or

(iii) With respect to action to be taken under W.S. 17-16-744 , status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged.