Wyo. Stat. § 17-19-128 — WY Code / Title 17 / Chapter 19 / Section 17-19-128
§ 17-19-128. Certificate of existence
Status: in_force

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation.

(b) The certificate of existence sets forth:

(i) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(ii) That:

(A) The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or

(B) The foreign corporation is authorized to transact business in this state.

(iii) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state; and

(B) Nonpayment affects the good standing of the domestic or foreign corporation.

(iv) That its most recent annual report required by W.S. 17-19-1630 has been delivered to the secretary of state;

(v) That articles of dissolution have not been filed; and

(vi) Other facts of record in the office of the secretary of state that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

(d) The term “certificate of existence” is synonymous with the term “certificate of good standing.”
Wyo. Stat. § 17-14-307 — WY Code / Title 17 / Chapter 14 / Section 17-14-307
§ 17-14-307. Liability for false statement in certificate
Status: in_force

(a) If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:

(i) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and

(ii) Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under W.S. 17-14-305 .
Wyo. Stat. § 17-4-701 — WY Code / Title 17 / Chapter 4 / Section 17-4-701
§ 17-4-701. Application of act to existing proceeding and existing rights and duties
Status: in_force

(a) The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after the effective date of this act, whichever is earlier.

(b) All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.

(c) The predecessor act exclusively applies to an offer or sale made within one (1) year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.
Wyo. Stat. § 17-30-504 — WY Code / Title 17 / Chapter 30 / Section 17-30-504
§ 17-30-504. Protector as a fiduciary
Status: in_force

A protector shall serve as a fiduciary to the extent of authority and duties granted under the terms of the operating agreement.
Wyo. Stat. § 17-21-403 — WY Code / Title 17 / Chapter 21 / Section 17-21-403
§ 17-21-403. Partner's right to information
Status: in_force

(a) A partnership shall keep its books and records, if any, at its chief executive office.

(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.

(c) Each partner and the partnership, on demand, shall furnish to a partner and the legal representative of a deceased partner or partner under legal disability, to the extent just and reasonable, complete and accurate information concerning the partnership.
Wyo. Stat. § 17-10-201 — WY Code / Title 17 / Chapter 10 / Section 17-10-201
§ 17-10-201. Statutes Title
Status: in_force

This act may be cited as the “Wyoming Processing Cooperative law.”
Wyo. Stat. § 17-4-203 — WY Code / Title 17 / Chapter 4 / Section 17-4-203
§ 17-4-203. Intrastate crowdfunding exemption
Status: repealed

(a) Except as otherwise provided in this act, an offer or sale of a security by an issuer is exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 if the offer or sale meets all of the following requirements:

(i) The issuer of the security is:

(A) An entity that is incorporated or organized under the laws of this state;

(B) A resident of this state under securities and exchange commission rule 147, ( 17 C.F.R. 230.147 ), or rule 147A, ( 17 C.F.R. 230.147A ); and

(C) Authorized to do business in this state.

(ii) The transaction meets the requirements for the federal exemption for intrastate offerings under section 3(a)(11) of the Securities Act of 1933, ( 15 U.S.C. 77c(a)(11) ), and securities and exchange commission rule 147, ( 17 C.F.R. 230.147 ), including, but not limited to, the requirements for determining whether an offeree or purchaser is a resident of this state, or under 15 U.S.C. 77e and securities and exchange commission rule 147A, ( 17 C.F.R. 230.147A ). All of the following apply concerning these requirements:

(A) Each of the following is prima facie evidence that an individual is a resident of this state:

(I) A valid operator's license, chauffeur's license, or official personal identification card issued by this state;

(II) A current Wyoming voter registration;

(III) A signed affidavit showing that the purchaser is a resident of this state as defined by W.S. 22-1-102(a)(xxx) ; or

(IV) Any other record or documents issued by this state that establishes that the purchaser's principal residence is in this state.

(B) The provisions of securities and exchange commission rule 147, ( 17 C.F.R. 230.147 ), or rule 147A, ( 17 C.F.R. 230.147A ), apply in determining the residency of an offeree or purchaser that is a corporation, partnership, trust, or other form of business organization;

(C) If a purchaser of a security that is exempt under this section resells that security within six (6) months after the closing of the particular offering in which the purchaser obtained that security to a person that is not a resident of this state, the original investment agreement between the issuer and the purchaser is void. If an agreement to purchase, or the purchase of, a security is void under this subparagraph, the issuer may recover damages from the misrepresenting offeree or purchaser. These damages include, but are not limited to, the issuer's expenses in resolving the misrepresentation. However, damages described in this subparagraph shall not exceed the amount of the person's investment in the security.

(iii) The sum of all cash and other consideration to be received for all sales of the security in reliance on this exemption does not exceed the following amounts:

(A) Three million dollars ($3,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has not made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109 , in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable;

(B) Ten million dollars ($10,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer's most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109 , in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable.

(iv) The issuer has not accepted more than twenty-five thousand dollars ($25,000.00) from any single purchaser unless the purchaser is an accredited investor as defined by rule 501 of securities and exchange commission regulation D, ( 17 C.F.R. 230.501 ) who comes within any category listed in the definition of that rule or who the issuer reasonably believes comes within any category listed in the definition of that rule, at the time of the sale. The issuer may rely on confirmation that the purchaser is an accredited investor from information provided by the purchaser, a licensed broker-dealer or another third party in making a determination that the purchaser is an accredited investor;

(v) At least ten (10) days before an offer of securities is made in reliance on this exemption or the use of any publicly available website in connection with an offering of securities in reliance on this exemption, the issuer files a notice with the secretary of state, in writing or in electronic form as specified by the secretary of state, that contains all of the following:

(A) A notice of claim of exemption from registration, specifying that the issuer intends to conduct an offering in reliance on this exemption, accompanied by the filing fee specified in this section;

(B) A copy of the disclosure statement to be provided to prospective investors in connection with the offering. The disclosure statement shall be provided at the time the offer of securities is made to the prospective purchaser and shall contain all of the following:

(I) A description of the issuer, including its type of entity, the address and telephone number of its principal office, its formation history, its business plan, and the intended use of the offering proceeds, including any amounts to be paid, as compensation or otherwise, to any owner, executive officer, director, managing member, or other person occupying a similar status or performing similar functions on behalf of the issuer;

(II) The identity of each person that owns more than ten percent (10%) of the ownership interests of any class of securities of the issuer;

(III) The identity of the executive officers, directors, and managing members of the issuer, and any other individuals who occupy similar status or perform similar functions in the name of and on behalf of the issuer, including their titles and their prior experience;

(IV) The terms and conditions of the securities being offered and of any outstanding securities of the issuer, the minimum and maximum amount of securities being offered, if any, and either the percentage ownership of the issuer represented by the offered securities or the valuation of the issuer implied by the price of the offered securities;

(V) The identity of any person that the issuer has or intends to retain to assist the issuer in conducting the offering and sale of the securities, including the owner of any websites, if known, but excluding any person acting solely as an accountant or attorney and any employees whose primary job responsibilities involve the operating business of the issuer rather than assisting the issuer in raising capital, and for each person identified in response to this subdivision, a description of the consideration being paid to that person for that assistance;

(VI) A description of any litigation or legal proceedings involving the issuer or its management;

(VII) The name and address of any website that the issuer intends to use in connection with the offering, including its uniform resource locator (URL). If the issuer has not engaged a website described in this subdivision at the time the issuer files the disclosure statement described in this subparagraph with the secretary of state under this paragraph but subsequently does engage a website for use in connection with the offering, the issuer shall provide the information described in this subdivision to the secretary of state by filing a supplemental notice;

(VIII) Additional information material to the offering, including, where appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion shall be concise and organized logically and need not present risks that could apply to any issuer or any offering.

(C) An escrow agreement with a bank or other depository institution located in this state, in which the purchaser funds will be deposited, that provides that all offering proceeds will be released to the issuer only when the aggregate capital raised from all purchasers is equal to or greater than the minimum target offering amount specified in the disclosure statement as necessary to implement the business plan and that all purchasers will receive a return of their subscription funds if that target offering amount is not raised by the time stated in the disclosure statement. The bank or other depository institution may contract with the issuer to collect reasonable fees for its escrow services regardless of whether the target offering amount is reached.

(vi) The issuer is not, either before or as a result of the offering, an investment company, as defined in section 3 of the Investment Company Act of 1940, ( 15 U.S.C. § 80a-3 ), or an entity that would be an investment company but for the exclusions provided in subsection (c) of that section, or subject to the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, ( 15 U.S.C. §§ 78m and 78o(d) );

(vii) The issuer informs each prospective purchaser that the securities are not registered under federal or state securities laws and that the securities are subject to limitations on transfer or resale and displays the following legend conspicuously on the cover page of the disclosure statement:

“IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (E) OF SEC RULE 147, ( 17 C.F.R. 230.147(E) ), OR RULE 147A, ( 17 C.F.R. 230.147A(E) ), AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”.

(viii) The issuer requires each purchaser to certify in writing, and to include as part of that certification his signature, and his initials next to each paragraph of the certification, as follows:

“I understand and acknowledge that:

I am investing in a high-risk, speculative business venture. I may lose all of my investment, and I can afford the loss of my investment. This offering has not been reviewed or approved by any state or federal securities commission or other regulatory authority and that no regulatory authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering.

The securities I am acquiring in this offering are illiquid, that the securities are subject to possible dilution, that there is no ready market for the sale of those securities, that it may be difficult or impossible for me to sell or otherwise dispose of this investment, and that, accordingly, I may be required to hold this investment indefinitely.

I may be subject to tax on my share of the taxable income and losses of the issuer, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the issuer.

By entering into this transaction with the issuer, I am affirmatively representing myself as being a Wyoming resident at the time that this contract is formed, and if this representation is subsequently shown to be false, the contract is void.

If I resell any of the securities I am acquiring in this offering to a person that is not a Wyoming resident, within six (6) months after the closing of the offering, my contract with the issuer for the purchase of these securities is void.”.

(ix) If the offer and sale of securities under this section is made through an internet website, all of the following requirements are met:

(A) Before any offer of an investment opportunity to residents of this state through the use of a website, the issuer provides to the website and to the secretary of state evidence that the issuer is organized under the laws of this state and that it is authorized to do business in this state;

(B) The issuer obtains from each purchaser of a security under this section evidence that the purchaser is a resident of this state and, if applicable, an accredited investor;

(C) The website operator files a written notice with the secretary of state that includes the website operator's name, business address, and contact information and states that it is authorized to do business in this state and is being utilized to offer and sell securities under this exemption. Beginning twelve (12) months after the date of the written notice, a website operator that has filed a written notice under this subparagraph shall annually notify the secretary of state in writing of any changes in the information provided to the secretary of state under this subparagraph;

(D) The issuer and the website keep and maintain records of the offers and sales of securities made through the website and provide ready access to the records to the secretary of state on request. The secretary of state may access, inspect, and review any website described in this paragraph and its records.

(x) All payments for the purchase of securities are directed to and held by the bank or depository institution subject to the provisions of subparagraph (v)(C) of this subsection;

(xi) Offers or sales of a security are not made through an internet website unless the website has filed the written notice required under subparagraph (ix)(C) of this subsection with the secretary of state;

(xii) The issuer does not pay, directly or indirectly, any commission or remuneration to an executive officer, director, managing member, or other individual who has a similar status or performs similar functions in the name of and on behalf of the issuer for offering or selling the securities unless he or she is registered as a broker-dealer, investment adviser, or investment adviser representative under article 4 of this act. An executive officer, director, managing member, or other individual who has a similar status or performs similar functions in the name of and on behalf of the issuer is exempt from the registration requirements under article 4 of this act if he or she does not receive, directly or indirectly, any commission or remuneration for offering or selling securities of the issuer that are exempt from registration under this section;

(xiii) Repealed by Laws 2018, ch. 71, § 2.

(xiv) The term of the offering does not exceed twelve (12) months after the date of the first offer.

(b) If the offer and sale of a security of an issuer is exempt under this section, the issuer shall provide the information described in paragraph (iv) of this subsection upon request of the issuer's purchasers until none of the securities issued under this section are outstanding. All of the following apply:

(i) The issuer shall provide the information free of charge to the purchasers;

(ii) An issuer may satisfy the information requirement under this subsection by making the information available on an internet website;

(iii) The issuer must provide a written copy of the information to any purchaser or the secretary of state on request;

(iv) The information provided must include all of the following:

(A) The compensation received by each director and executive officer of the issuer, including cash compensation earned on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received;

(B) An analysis by management of the issuer of the business operations and financial condition of the issuer.

(c) The exemption provided in this section shall not be used in conjunction with any other exemption under this article, except offers and sales to controlling persons shall not count toward the limitation in paragraph (a)(iii) of this section.

(d) The exemption described in this section does not apply if an issuer or person that is affiliated with the issuer or offering is subject to any disqualification established by the secretary of state by rule or contained in rule 262 as promulgated under the Securities Act of 1933, ( 17 C.F.R. 230.262 ). However, this subsection does not apply if both of the following are met:

(i) On a showing of good cause and without prejudice to any other action by the secretary of state, the secretary of state determines that it is not necessary under the circumstances that an exemption be denied; and

(ii) The issuer establishes that it made factual inquiry into whether any disqualification existed under this subsection but did not know, and in the exercise of reasonable care could not have known, that a disqualification existed under this subsection. The nature and scope of the requisite inquiry will vary based on the circumstances of the issuer and the other offering participants.

(e) The secretary of state may adopt rules to implement the provisions of this section and to protect purchasers that purchase securities that are exempt from registration under this section.

(f) The secretary of state shall charge a nonrefundable filing fee for filing an exemption notice required under subsection (a) of this section according to the following conditions:

(i) If the offering is being made by the issuer the filing fee is two hundred dollars ($200.00);

(ii) Internet websites filing written notice shall pay a filing fee of one hundred dollars ($100.00), for a period of twelve (12) consecutive months following the date of written notice. Internet websites may file renewal notices every twelve (12) months accompanied by a one hundred dollar ($100.00) renewal fee.

(g) A website through which an offer or sale of securities under this section is made is not subject to the broker-dealer, investment adviser, or investment adviser representative registration requirements under article 4 of this act if the website meets all of the following conditions:

(i) It does not offer investment advice or recommendations;

(ii) It does not solicit purchases, sales, or offers to buy the securities offered or displayed on the website;

(iii) It does not compensate employees, agents, or other persons for the solicitation or based on the sale of securities displayed or referenced on the website;

(iv) It does not hold, manage, possess, or otherwise handle purchaser funds or securities;

(v) It does not engage in any other activities that the secretary of state by rule determines are inappropriate for an exemption from the registration requirements under article 4 of this act.

(h) Except for W.S. 17-4-504 , article 5 of this act applies to a violation of this section, including a violation concerning website operation.

(j) As used in this section, “ controlling person ” means an officer, director, partner, or trustee, or another individual who has similar status or performs similar functions, of or for the issuer or to a person that owns ten percent (10%) or more of the outstanding shares of any class or classes of securities of the issuer.

(k) The exemption described in this section may be referred to as the “Wyoming Invests Now (WIN) exemption”.
Wyo. Stat. § 17-4-508 — WY Code / Title 17 / Chapter 4 / Section 17-4-508
§ 17-4-508. Criminal penalties
Status: in_force

(a) A person that willfully violates this act, or a rule adopted or order issued under this act, except W.S. 17-4-504 or the notice filing requirements of W.S. 17-4-302 or 17-4-405 , or that willfully violates W.S. 17-4-505 knowing the statement made to be false or misleading in a material respect, upon conviction, shall be fined not more than five thousand dollars ($5,000.00) or imprisoned not more than three (3) years, or both. An individual convicted of violating a rule or order under this act may be fined, but may not be imprisoned, if the individual did not have knowledge of the rule or order.

(b) The attorney general or district attorney with or without a reference from the secretary of state, may institute criminal proceedings under this act.

(c) This act does not limit the power of this state to punish a person for conduct that constitutes a crime under other laws of this state.
Wyo. Stat. § 17-16-1432 — WY Code / Title 17 / Chapter 16 / Section 17-16-1432
§ 17-16-1432. Receivership or custodianship
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

(b) The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(i) The receiver may:

(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and

(B) Sue and defend in his own name as receiver of the corporation in all Wyoming courts.

(ii) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.

(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.

(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
Wyo. Stat. § 17-29-1011 — WY Code / Title 17 / Chapter 29 / Section 17-29-1011
§ 17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction
Status: in_force

(a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following:

(i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the limited liability company is to be transferred;

(iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and

(v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer.

(b) The secretary of state shall require that the limited liability company maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer.

(c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the limited liability company is transferred.

(d) Upon issuance of a certificate of transfer, the limited liability company shall be continued as if it had been organized under the laws of the other jurisdiction and becomes a limited liability company under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration.

(e) Every limited liability company organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of sixty dollars ($60.00).

(f) A resolution to transfer the limited liability company to another jurisdiction shall be adopted by the members.

(g) The limited liability company may represent to the proper officer of the jurisdiction to which the limited liability company is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the limited liability company to be accepted in that jurisdiction, provided that the limited liability company may not misrepresent the requirements or effects of the provisions of this section.
Wyo. Stat. § 17-28-102 — WY Code / Title 17 / Chapter 28 / Section 17-28-102
§ 17-28-102. Change of registered office or registered agent
Status: in_force

(a) A business entity may change its registered office or registered agent by signing and delivering to the secretary of state for filing a statement of change that sets forth all of the following:

(i) The name of the business entity;

(ii) The street address of its current registered office;

(iii) If the current registered office is to be changed, the street address of the new registered office;

(iv) The name of its current registered agent;

(v) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment executed by the registered agent, either on the statement or attached to it;

(vi) That the new registered office and registered agent comply with the requirements of W.S. 17-28-101 through 17-28-111 ;

(vii) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical, if applicable;

(viii) The email address of its registered agent as required by W.S. 17-28-101(e) .

(b) If a registered agent changes the street address of his business office, he shall change the street address of the registered office of any business entity for which he is the registered agent by notifying the business entity in writing of the change and signing and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that every entity which the registered agent serves has been notified of the change.

(c) If a registered agent changes its name, it shall change the name of the registered agent of any business entity for which it is the registered agent by notifying the business entity in writing of the change and signing and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that every entity which the registered agent serves has been notified of the change.

(d) If a business entity changes its email address required by W.S. 17-28-101(e) , the business entity shall notify the secretary of state of the new email address.
Wyo. Stat. § 17-16-1505 — WY Code / Title 17 / Chapter 16 / Section 17-16-1505
§ 17-16-1505. Effect on 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 but no greater rights and has the same but no greater 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. § 17-29-906 — WY Code / Title 17 / Chapter 29 / Section 17-29-906
§ 17-29-906. Proceeds and expenses
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section:

(i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902 , whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and

(ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.

(b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
Wyo. Stat. § 17-14-309 — WY Code / Title 17 / Chapter 14 / Section 17-14-309
§ 17-14-309. Delivery of certificates to limited partners
Status: in_force

Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.
Wyo. Stat. § 17-10-238 — WY Code / Title 17 / Chapter 10 / Section 17-10-238
§ 17-10-238. Methods of dissolution
Status: in_force

A cooperative may be dissolved by the members or by order of the court.
Wyo. Stat. § 17-18-202 — WY Code / Title 17 / Chapter 18 / Section 17-18-202
§ 17-18-202. Bondholder protection provision; adoption requirements; revocation
Status: in_force

(a) The corporation utilizes a bondholder protection provision by adopting and filing with the secretary of state a notice of bondholder protection as provided in this section.

(b) The notice of bondholder protection shall specify the percentage of bondholders whose consent is required for any action on that protection. The percentage may be different for different purposes. The percentage shall be not less than fifty percent (50%) nor greater than ninety percent (90%). The percentage shall be a percentage of the value at maturity of the bonds or other debt instruments issued and outstanding.

(c) Notices of bondholder protection shall be approved by the corporation in the same manner as changes in corporate bylaws except that the articles of incorporation may specify a different manner of approval. The notices shall be filed with the trustee or transfer agent, if any, for the bonds and with the secretary of state. The notice filed with the secretary of state shall be accompanied by the administrative fee specified by regulation to recover the administrative costs of the state of Wyoming. The notice shall be effective as of the date of filing with the secretary of state. The corporation shall send to each known bondholder by first class mail either the full notice of bondholder protection or a summary of the notice and information as to how the full notice may be obtained from the company. This notice to the bondholders shall be given no later than the due date of the first interest payment due more than thirty (30) days after the bondholder protection notice is filed with the secretary of state and may be included with the mailing of the interest payment.

(d) Bondholder protections may be revoked by the corporation in the same manner that notices of bondholder protection are issued and filed except that the revocation is effective as of a date specified in the notice filed with the secretary of state. The effective date shall be at least two (2) years and not more than six (6) years after filing the notice of revocation with the secretary of state.
Wyo. Stat. § 17-21-704 — WY Code / Title 17 / Chapter 21 / Section 17-21-704
§ 17-21-704. Statement of dissociation
Status: in_force

(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of W.S. 17-21-303(d) and (e) .

(b) For purposes of W.S. 17-21-702 and 17-21-703(b) , a person not a partner is deemed to have notice of the dissociation ninety (90) days after the statement of dissociation is filed.
Wyo. Stat. § 17-19-1431 — WY Code / Title 17 / Chapter 19 / Section 17-19-1431
§ 17-19-1431. Procedure for judicial dissolution
Status: in_force

(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Laramie county district court. Venue for a proceeding brought by any other party named in W.S. 17-19-1430 lies in the county where a corporation's principal office or, if none in this state, its registered office, is or was last located.

(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.

(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall forthwith give written notice of the proceeding to the secretary of state who shall then notify the attorney general. The attorney general may intervene.
Wyo. Stat. § 17-14-209 — WY Code / Title 17 / Chapter 14 / Section 17-14-209
§ 17-14-209. Fees
Status: repealed

(a) The secretary of state shall charge and collect the following fees:

(i) For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00);

(ii) For filing a certificate of amendment or cancellation, or for filing a reservation of name, sixty dollars ($60.00);

(iii), (iv) Repealed by Laws 2000, ch. 35, § 2.

(v) For registering a foreign limited partnership, a fee of one hundred fifty dollars ($150.00).

(b) In addition to the fees provided under subsection (a) of this section, each limited partnership or foreign limited partnership shall comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation.

(c) Any limited partnership or foreign limited partnership failing to comply with subsection (b) of this section or failing to pay any penalty imposed under W.S. 17-28-109 may be dissolved or its franchise revoked by the secretary of state as if it were a corporation.

(d) Notwithstanding any other provisions of this section, any Wyoming limited partnership dissolved or whose franchise is revoked under subsection (c) of this section may be reinstated as provided in W.S. 17-14-905 .
Wyo. Stat. § 17-29-1010 — WY Code / Title 17 / Chapter 29 / Section 17-29-1010
§ 17-29-1010. Continuance
Status: repealed

(a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi) , or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization's domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. 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 continuing the organization in Wyoming as if it had been organized as a limited liability company in this state. The certificate of registration may be subject to any limitations and conditions 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 foreign jurisdiction in which the organization was previously organized.

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

(i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter;

(ii) The names of the organization and the foreign jurisdiction in which it has previously been lawfully organized;

(iii) The date of organization;

(iv) The address of its principal mailing address;

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

(vi) Reserved;

(vii) to (ix) Repealed by Laws 2014, ch. 65, § 2, eff. July 1, 2014.

(x) Any additional information permitted in articles of organization under W.S. W.S. 17-29-201 .

(d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the organization.

(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the organization's articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Revised Uniform Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued organization. The organization may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance.

(f) Except for the purpose of W.S. 16-6-101 through 16-6-118 , the existence of any organization heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the organization commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to an organization continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign organization is continued under this act, the continuance shall not affect the ownership of its property, or its liability for any existing obligations, causes of action, claims, pending or threatened prosecution or civil or administration actions, convictions, rulings, orders or judgments.

(g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership.
Wyo. Stat. § 17-21-904 — WY Code / Title 17 / Chapter 21 / Section 17-21-904
§ 17-21-904. Merger of partnerships
Status: in_force

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships.

(b) The plan of merger shall set forth:

(i) The name of each partnership or limited partnership that is a party to the merger;

(ii) The name of the surviving entity into which the other partnerships or limited partnerships will merge;

(iii) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;

(iv) The terms and conditions of the merger;

(v) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into cash or other property in whole or part; and

(vi) The street address of the surviving entity's chief executive office.

(c) The plan of merger shall be approved:

(i) In the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and

(ii) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and in the absence of such specifically applicable law, by all the partners notwithstanding a provision to the contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(i) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(ii) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(iii) Any effective date specified in the plan of merger.
Wyo. Stat. § 17-16-1431 — WY Code / Title 17 / Chapter 16 / Section 17-16-1431
§ 17-16-1431. Procedure for judicial dissolution
Status: in_force

(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Laramie county district court. Venue for a proceeding brought by any other party named in W.S. 17-16-1430 lies in the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.

(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(d) Within ten (10) days of the commencement of a proceeding under W.S. 17-16-1430(a)(ii) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated securities association, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under W.S. 17-16-1434 and accompanied by a copy of W.S. 17-16-1434 .
Wyo. Stat. § 17-16-825 — WY Code / Title 17 / Chapter 16 / Section 17-16-825
§ 17-16-825. Committees
Status: in_force

(a) Unless this act, the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint one (1) or more members of the board of directors to serve on any committee.

(b) The creation of a committee and appointment of members to it shall be approved by the greater of:

(i) A majority of all the directors in office when the action is taken; or

(ii) The number of directors required by the articles of incorporation or bylaws to take action under W.S. 17-16-824 .

(c) W.S. 17-16-820 through 17-16-824 apply to committees and their members as well.

(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under W.S. 17-16-801 .

(e) A committee may not, unless specifically authorized by the board of directors:

(i) Authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors;

(ii) Approve or propose to shareholders action that this act requires to be approved by shareholders;

(iii) Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees;

(iv) Adopt, amend or repeal bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S. 17-16-830 .

(g) The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.
Wyo. Stat. § 17-16-850 — WY Code / Title 17 / Chapter 16 / Section 17-16-850
§ 17-16-850. Subarticle definitions
Status: in_force

(a) In this subarticle:

(i) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger;

(ii) “ Director ” or “ officer ” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. “ Director ” or “ officer ” includes, unless the context requires otherwise, the estate or personal representative of a director or officer;

(iii) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
Wyo. Stat. § 17-16-1434 — WY Code / Title 17 / Chapter 16 / Section 17-16-1434
§ 17-16-1434. Election to purchase in lieu of dissolution
Status: in_force

(a) In a proceeding under W.S. 17-16-1430(a)(ii) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one (1) or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

(b) An election to purchase pursuant to this section may be filed with the court at any time within ninety (90) days after the filing of the petition under W.S. 17-16-1430(a)(ii) or at such later time as the court in its discretion may allow. If the election to purchase is filed by one (1) or more shareholders, the corporation shall, within ten (10) days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty (30) days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one (1) or more shareholders, the proceeding under W.S. 17-16-1430(a)(ii) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale or other disposition.

(c) If, within sixty (60) days of the filing of the first election, the parties reach agreement as to the fair value in terms of purchase of the petitioner's shares, the court shall enter an order directing the purchase of petitioner's shares upon the terms and conditions agreed to by the parties.

(d) If the parties are unable to reach an agreement as provided for in subsection (c) of this section, the court, upon application of any party, shall stay the W.S. 17-16-1430(a)(ii) proceedings and determine the fair value of the petitioner's shares as of the day before the date on which the petition under W.S. 17-16-1430(a)(ii) was filed or as of such other date as the court deems appropriate under the circumstances.

(e) Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interest of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by the shareholders, the allocation of shares among them. In allocating petitioner's shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that the holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under W.S. 17-16-1430(a)(ii)(B) or (D) , it may award to the petitioning shareholder reasonable fees and expenses of counsel and of any experts employed by him.

(f) Upon entry of an order under subsection (c) or (e) of this section, the court shall dismiss the petition to dissolve the corporation under W.S. 17-16-1430 , and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court which shall be enforceable in the same manner as any other judgment.

(g) The purchase order pursuant to subsection (e) of this section shall be made within ten (10) days after the date the order becomes final unless before that time the corporation files with the court a notice of its intention to adopt articles of dissolution pursuant to W.S. 17-16-1402 and 17-16-1403 , which articles must then be adopted and filed within fifty (50) days thereafter. Upon filing of such articles of dissolution, the corporation shall be dissolved in accordance with provisions of W.S. 17-16-1405 through 17-16-1407 , and the order entered pursuant to subsection (e) of this section shall no longer be of any force or effect, except that the court may award the petitioning shareholder reasonable fees and expenses in accordance with the provisions of the last sentence of subsection (e) of this section and the petitioner may continue to pursue any claims previously asserted on behalf of the corporation.

(h) Any payment by the corporation pursuant to an order under subsection (c) or (e) of this section, other than an award of fees and expenses pursuant to subsection (e) of this section, is subject to the provisions of W.S. 17-16-640 .
Wyo. Stat. § 17-19-1105 — WY Code / Title 17 / Chapter 19 / Section 17-19-1105
§ 17-19-1105. Effect of merger
Status: in_force

(a) When a merger takes effect:

(i) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(ii) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the merger;

(iii) The surviving corporation has all liabilities and obligations of each corporation party to the merger;

(iv) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(v) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.
Wyo. Stat. § 17-16-1114 — WY Code / Title 17 / Chapter 16 / Section 17-16-1114
§ 17-16-1114. Consolidation of domestic and foreign corporations
Status: in_force

(a) One (1) or more foreign corporations and one (1) or more domestic corporations may be consolidated in the following manner, if the consolidation is permitted by the laws of the state under which each foreign corporation is organized:

(i) Each domestic corporation shall comply with the provisions of this act with respect to the consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;

(ii) If the new corporation in a consolidation is to be governed by the laws of any state other than Wyoming, it shall comply with the provisions of this act with respect to foreign corporations if it is to transact business in Wyoming, and in every case it shall file with the secretary of state of Wyoming:

(A) An agreement that it may be served with process in Wyoming in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the new corporation;

(B) An irrevocable appointment of the secretary of state of Wyoming as its agent to accept service of process in any such proceeding; and

(C) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this act with respect to the rights of dissenting shareholders.
Wyo. Stat. § 17-29-106 — WY Code / Title 17 / Chapter 29 / Section 17-29-106
§ 17-29-106. Governing law
Status: in_force

(a) The law of this state governs:

(i) The internal affairs of a limited liability company; and

(ii) The liability of a member as member and a manager as manager for the debts, obligations or other liabilities of a limited liability company.
Wyo. Stat. § 17-16-123 — WY Code / Title 17 / Chapter 16 / Section 17-16-123
§ 17-16-123. Effective time and date of document
Status: in_force

(a) Except as provided in subsection (b) of this section and W.S. 17-16-124(c) , a document accepted for filing pursuant to W.S. 17-16-120 is effective:

(i) As of the time received for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or

(ii) At the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth (90th) day after the date it is filed.
Wyo. Stat. § 17-14-202 — WY Code / Title 17 / Chapter 14 / Section 17-14-202
§ 17-14-202. Definitions
Status: in_force

(a) As used in this act, unless the context otherwise requires:

(i) “Certificate of limited partnership” means the certificate referred to in W.S. 17-14-301 , and the certificate as amended or restated;

(ii) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;

(iii) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in W.S. 17-14-502 ;

(iv) “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners;

(v) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;

(vi) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;

(vii) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two (2) or more persons under the laws of this state and having one (1) or more general partners and one (1) or more limited partners;

(viii) “Partner” means a limited or general partner;

(ix) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;

(x) “Partnership interest” means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;

(xi) “Person” means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation;

(xii) “State” means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico;

(xiii) “ Certificate of continuance ” means the certificate issued under the provisions of this act to continue a foreign limited partnership in this state;

(xiv) “ Foreign limited liability limited partnership ” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503 ;

(xv) “ Limited liability limited partnership ”, except in the phrase “ foreign limited liability limited partnership ” means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership;

(xvi) “ This act ” means W.S. 17-14-201 through 17-14-1104 .
Wyo. Stat. § 17-21-802 — WY Code / Title 17 / Chapter 21 / Section 17-21-802
§ 17-21-802. Dissolution deferred ninety days
Status: in_force

(a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its business may be continued until that date as if no notice were received. Before that date, the partner who gave the notice may waive the right to have the partnership business wound up. If there is no waiver before that date, the partnership is dissolved and its business must be wound up.

(b) A partnership may be dissolved at any time during the ninety (90) day period and its business wound up by the express will of at least one-half (1/2) of the other partners.

(c) After receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) , the partner who gave the notice:

(i) Has no rights in the management and conduct of the partnership business if it is continued under subsection (a) of this section, but may participate in winding up the business under W.S. 17-21-804 if the partnership is dissolved on or before the expiration of the ninety (90) day period pursuant to subsection (a) or (b) of this section;

(ii) Is liable for obligations incurred during the period only to the extent a dissociated partner would be liable under W.S. 17-21-702(b) or 17-21-703(b) , but is not liable for contributions for and shall be indemnified by the other partners against any partnership liability incurred by another partner to the extent the liability is not appropriate for winding up the partnership business; and

(iii) With respect to profits or losses incurred during the period, shall be credited with a share of any profits but shall be charged with a share of any losses only to the extent of profits credited for the period.
Wyo. Stat. § 17-19-856 — WY Code / Title 17 / Chapter 19 / Section 17-19-856
§ 17-19-856. Indemnification of officers, employees and agents
Status: in_force

(a) Unless limited by a corporation's articles of incorporation:

(i) An officer, employee or agent of the corporation who is not a director is entitled to mandatory indemnification under W.S. 17-19-852 , and is entitled to apply for court-ordered indemnification under W.S. 17-19-854 in each case, to the same extent as a director;

(ii) The corporation may indemnify and advance expenses under this subarticle to an officer, employee or agent of the corporation who is not a director to the same extent as to a director; and

(iii) A corporation may also indemnify and advance expenses to an officer, employee or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
Wyo. Stat. § 17-16-1301 — WY Code / Title 17 / Chapter 16 / Section 17-16-1301
§ 17-16-1301. Definitions
Status: repealed

(a) As used in this article:

(i) “ Beneficial shareholder ” means the person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;

(ii) “ Corporation ” means the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in W.S. 17-16-1322 through 17-16-1331 , includes the surviving entity in a merger;

(iii) Repealed by Laws 2009, ch. 115, § 3.

(iv) “ Fair value ” means the value of the corporation's shares determined:

(A) Immediately before the effectuation of the corporate action to which the shareholder objects;

(B) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(C) Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to W.S 17-16-1302(a)(v) .

(v) “Interest” means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all the circumstances;

(vi) “Record shareholder” means the person in whose names shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;

(vii) “Shareholder” means the record shareholder or the beneficial shareholder;

(viii) “ Affiliate ” means a person that directly or indirectly through one (1) or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof;

(ix) “ Beneficial owner ” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two (2) or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group;

(x) “ Preferred shares ” means a class or series of shares whose holders have preference over any other class or series with respect to distributions.
Wyo. Stat. § 17-16-204 — WY Code / Title 17 / Chapter 16 / Section 17-16-204
§ 17-16-204. Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
Wyo. Stat. § 17-12-106 — WY Code / Title 17 / Chapter 12 / Section 17-12-106
§ 17-12-106. Certificate of flume company
Status: in_force

When any company shall organize under the provisions of this article to form a company for the purpose of constructing a flume, their certificate, in addition to the matters required in the first section of this article, shall specify as follows: the place of beginning, the termini and the route so near as may be, and the purpose for which such flume is intended, and when organized according to the provisions of this chapter, said company shall have the right-of-way over the line proposed in such certificate for such flume; provided, it does not conflict with the right of any farmer, fluming, ditching or other company.
Wyo. Stat. § 17-4-410 — WY Code / Title 17 / Chapter 4 / Section 17-4-410
§ 17-4-410. Filing fees
Status: in_force

(a) A person shall pay a fee of two hundred fifty dollars ($250.00) when initially filing an application for registration as a broker-dealer and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.

(b) The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an agent, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an agent, and a fee of forty-five dollars ($45.00) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.

(c) A person shall pay a fee of two hundred fifty dollars ($250.00) when filing an application for registration as an investment adviser and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.

(d) The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an investment adviser representative, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an investment adviser representative, and a fee of forty-five dollars ($45.00) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.

(e) A federal covered investment adviser required to file a notice under W.S. 17-4-405 shall pay an initial fee of two hundred fifty dollars ($250.00) and an annual notice fee of two hundred fifty dollars ($250.00).

(f) A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this act.

(g) An investment adviser representative who is registered as an agent under W.S. 17-4-402 and who represents a person that is both registered as a broker-dealer under W.S. 17-4-401 and registered as an investment adviser under W.S. 17-4-403 or required as a federal covered investment adviser to make a notice filing under W.S. 17-4-405 is not required to pay an initial or annual registration fee for registration as an investment adviser representative.
Wyo. Stat. § 17-21-504 — WY Code / Title 17 / Chapter 21 / Section 17-21-504
§ 17-21-504. Partner's transferable interest subject to charging order
Status: in_force

(a) On application by a judgment creditor of a partner or partner's transferee, a court having jurisdiction may charge the transferable interest of the debtor partner or transferee to satisfy the judgment. The court may appoint a receiver of the debtor's share of the distributions due or to become due to the debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the debtor might have made or which the circumstances of the case may require.

(b) A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time and upon conditions it considers appropriate. The purchaser at the foreclosure sale has the rights of a transferee.

(c) At any time before foreclosure, an interest charged may be redeemed:

(i) By the judgment debtor;

(ii) With property other than partnership property by one (1) or more of the other partners; or

(iii) With partnership property by one (1) or more of the other partners with the consent of all the partners whose interests are not so charged.

(d) This chapter does not deprive a partner of a right under exemption laws with respect to the partner's interest in the partnership.

(e) This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
Wyo. Stat. § 17-19-1116 — WY Code / Title 17 / Chapter 19 / Section 17-19-1116
§ 17-19-1116. Bequests, devises and gifts
Status: in_force

Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the consolidation, inures to the new corporation unless the will or other instrument otherwise specifically provides.
Wyo. Stat. § 17-30-103 — WY Code / Title 17 / Chapter 30 / Section 17-30-103
§ 17-30-103. Governing law
Status: in_force

(a) This act governs:

(i) The internal affairs of a statutory foundation; and

(ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation.

(b) The transfer of property by a founder or a contributor to the statutory foundation, or any disposition made subject to the terms of the operating agreement of the statutory foundation, shall not be void, voidable, set aside or defective in any manner for any reason, including the following:

(i) The law of a foreign jurisdiction prohibits or does not recognize the concept of a statutory foundation; or

(ii) The statutory foundation, a transfer of property by a founder or a contributor to a foundation or a disposition made subject to the terms of the operating agreement of the statutory foundation avoids or defeats any forced heirship or legitime right, claim or interest under the law of a foreign jurisdiction.
Wyo. Stat. § 17-8-113 — WY Code / Title 17 / Chapter 8 / Section 17-8-113
§ 17-8-113. Corporations; other powers
Status: in_force

Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.
Wyo. Stat. § 17-16-854 — WY Code / Title 17 / Chapter 16 / Section 17-16-854
§ 17-16-854. Court-ordered indemnification and advance for expenses
Status: in_force

(a) A director who is a party to a proceeding because he is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:

(i) Order indemnification if the court determines that the director is entitled to mandatory indemnification under W.S. 17-16-852 ;

(ii) Order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by W.S. 17-16-858(a) ; or

(iii) Order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable:

(A) To indemnify the director; or

(B) To advance expenses to the director, even if he has not met the standard of conduct set forth in W.S. 17-16-851(a) , failed to comply with W.S. 17-16-853 or was adjudged liable in a proceeding referred to in W.S. 17-16-851(d)(i) or (ii) , but if the director was adjudged so liable his indemnification shall be limited to expenses incurred in connection with the proceeding.

(b) If the court determines that the director is entitled to indemnification under paragraph (a)(i) of this section or to indemnification or advance for expenses under paragraph (a)(ii) of this section, it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under paragraph (a)(iii) of this section, it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
Wyo. Stat. § 17-21-901 — WY Code / Title 17 / Chapter 21 / Section 17-21-901
§ 17-21-901. Conversion of partnership to limited partnership
Status: in_force

(a) A partnership may be converted to a limited partnership pursuant to this section.

(b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.

(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership which satisfies the requirements of W.S. 17-14-301 and includes:

(i) A statement that the partnership was converted to a limited partnership from a partnership;

(ii) Its former name; and

(iii) A statement of the number of votes cast by the partners for and against the conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.

(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.

(e) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under W.S. 17-21-306 , 17-21-807 and 17-21-808 . If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within ninety (90) days after the conversion takes effect for which a general partner would be personally liable under W.S. 17-21-306 , 17-21-807 and 17-21-808 . The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.
Wyo. Stat. § 17-10-227 — WY Code / Title 17 / Chapter 10 / Section 17-10-227
§ 17-10-227. Certification of meeting notice
Status: in_force

(a) After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members' meeting notices were mailed or delivered as prescribed by law.

(b) The certificate shall be made a part of the record of the meeting.
Wyo. Stat. § 17-7-306 — WY Code / Title 17 / Chapter 7 / Section 17-7-306
§ 17-7-306. Release or modification of restrictions on management, investment or purpose
Status: in_force

(a) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.

(b) The court upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv) , the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor's probable intention.

(c) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv) , the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.

(d) If an institution determines that a restriction contained in a gift instrument on the management, investment or purposes of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, not less than sixty (60) days after notification to the attorney general, may release or modify the restriction, in whole or part, if:

(i) The institutional fund subject to the restriction has a total value of less than twenty-five thousand dollars ($25,000.00);

(ii) More than twenty (20) years have elapsed since the fund was established; and

(iii) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
Wyo. Stat. § 17-25-106 — WY Code / Title 17 / Chapter 25 / Section 17-25-106
§ 17-25-106. Management
Status: in_force

Management of a close limited liability company shall be vested in its members which, unless otherwise provided in the operating agreement, shall be in proportion to the division of profits and losses among members. If provision is made for it in the articles of organization, management of the company may be vested in a manager or managers who shall be appointed in the articles of organization or operating agreement or elected by the members in the manner prescribed by the operating agreement of the company. The manager or managers, or persons appointed by the manager or managers, shall also hold the offices and have the responsibilities accorded to them by the members and set out in the operating agreement of the company.
Wyo. Stat. § 17-21-1101 — WY Code / Title 17 / Chapter 21 / Section 17-21-1101
§ 17-21-1101. Registered limited liability partnerships
Status: repealed

(a) To become a registered limited liability partnership, a partnership shall file with the office of the secretary of state a statement of registration as a registered limited liability partnership. The statement of registration shall state:

(i) The name of the partnership;

(ii) The address of its principal office and the name of the registered agent for service of process in this state at such address which, if in this state, shall be its registered office for service of process;

(iii) If the partnership's principal office is not located in this state, the address of a registered office and the name and address of a registered agent for service of process in this state, which the partnership will be required to maintain;

(iv) A brief statement of the business in which the partnership engages;

(v) Any other matters that the partnership determines to include; and

(vi) That the partnership thereby registers as a registered limited liability partnership.

(b) The statement of registration shall be executed by one (1) or more partners authorized to execute a statement of registration. The statement of registration shall be accompanied by a written consent to appointment manually signed by the registered agent.

(c) Repealed by Laws 2000, ch. 35, § 2.

(d) The secretary of state shall register as a registered limited liability partnership any partnership that submits a statement of registration that substantially complies with this section and the required fee.

(e) Repealed by Laws 2000, ch. 35, § 2.

(f) Registration is effective immediately upon the filing of a statement of registration or at any later date or time specified in the statement of registration, and remains effective until:

(i) It is voluntarily withdrawn by filing with the office of the secretary of state a written statement of withdrawal executed by one (1) or more partners authorized to execute a statement of withdrawal; or

(ii) Sixty (60) days after notice by the secretary of state that the partnership has failed to make timely payment of the annual fee specified in subsection (n) of this section or has failed to pay any penalties imposed under W.S. 17-28-109 , unless the fee and any penalties are paid within the sixty (60) day period, or that the partnership is without a registered agent or registered office in this state, unless the partnership regains a registered agent or registered office in this state during the sixty (60) day period. The secretary of state shall provide such notice by first class mail to the last known mailing address of the partnership or by electronic means. Notwithstanding any other provisions of this paragraph, any domestic registered limited liability partnership whose statement of registration has lapsed under this paragraph may be reinstated as provided in W.S. 17-21-1107 .

(g) A registered limited liability partnership registered under this chapter ceases to be a registered limited liability partnership upon filing with the office of the secretary of state a statement of withdrawal as a registered limited liability partnership, which shall set forth:

(i) The name of the registered limited liability partnership;

(ii) The date of filing of the initial statement of registration;

(iii) The reason for filing the statement of withdrawal;

(iv) The effective date (which shall be a date certain) of withdrawal if it is not to be effective on the filing of the statement of withdrawal, provided that any effective date other than the date of filing of the statement of withdrawal shall be a date subsequent to the filing; and

(v) Any other information the partners determine to include therein.

(h) The filing of a statement of withdrawal by or on behalf of a partnership pursuant to this section shall be effective only to cancel the partnership's registration as a limited liability partnership, and shall not, unless it specifically so provides, indicate the dissolution of the partnership.

(j) A partnership becomes a registered limited liability partnership at the time of the filing of the initial statement of registration with the office of the secretary of state or at any later date or time specified in the statement of registration if, in either case, there has been substantial compliance with the requirements of this chapter. A partnership continues as a registered limited liability partnership if there has been substantial compliance with the requirements of this chapter. The status of a partnership as a registered limited liability partnership and the liability of a partner of such registered limited liability partnership shall not be affected by errors or subsequent changes in the information stated in a statement of registration under subsection (a) of this section or a statement of renewal under subsection (e) of this section. The filing of a statement of withdrawal shall not affect the liability of the partners for debts, obligations or liabilities of the partnership incurred, assumed or arising prior to the date of the statement of withdrawal.

(k) The fact that a statement of registration or a statement of renewal is on file with the office of the secretary of state is notice that the partnership is a registered limited liability partnership and is notice of all other facts set forth in the statement of registration or statement of renewal.

(m) The secretary of state shall provide forms for a statement of registration under subsection (a) of this section or a statement of renewal.

(n) An initial registration fee of one hundred dollars ($100.00) shall be paid to the secretary of state except for foreign limited liability partnerships which shall pay an initial registration fee of one hundred fifty dollars ($150.00). In addition each registered limited liability partnership and foreign limited liability partnership shall annually comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation. Any registered foreign limited liability partnership transacting business in this state without registering or annually maintaining its registration is subject to the penalties provided by W.S. 17-16-1502(d) .

(o) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all registered limited liability partnerships.

(p) If the secretary of state refuses to file a statement of registration, the secretary of state shall return it to the registered limited liability partnership or its representative within fifteen (15) days after the statement was delivered, together with a brief, written explanation of the reason for the refusal.
Wyo. Stat. § 17-19-707 — WY Code / Title 17 / Chapter 19 / Section 17-19-707
§ 17-19-707. Record date; determining members entitled to notice and vote
Status: in_force

(a) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If no record date is fixed, members at the close of business on the business day preceding the day on which notice is given, or if notice is waived, at the close of business on the business day preceding the day on which the meeting is held, are entitled to notice of the meeting.

(b) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing a record date, the board may fix a future date as the record date. If no record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(c) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing a record date, the board may fix in advance a record date. If no record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later, are entitled to exercise rights.

(d) A record date fixed under this section shall not be more than seventy (70) days before the meeting or action requiring a determination of members occurs.

(e) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it shall do if the meeting is adjourned to a date more than seventy (70) days after the record date for determining members entitled to notice of the original meeting.

(f) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
Wyo. Stat. § 17-29-602 — WY Code / Title 17 / Chapter 29 / Section 17-29-602
§ 17-29-602. Events causing dissociation
Status: in_force

(a) A person is dissociated as a member from a limited liability company when:

(i) The company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had notice, on that later date;

(ii) An event stated in the operating agreement as causing the person's dissociation occurs;

(iii) The person is expelled as a member pursuant to the operating agreement;

(iv) The person is expelled as a member by the unanimous consent of the other members if:

(A) It is unlawful to carry on the company's activities with the person as a member;

(B) There has been a transfer of all of the person's transferable interest in the company, other than:

(I) A transfer for security purposes; or

(II) A charging order in effect under W.S. 17-29-503 .

(C) The person is an entity as defined in W.S. 17-16-140(a)(xiii) and, within ninety (90) days after the company notifies the person that it will be expelled as a member because the person has filed articles 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, the articles of dissolution has not been revoked or its charter or right to conduct business has not been reinstated; or

(D) The person is some other entity not described in subparagraph (C) of this paragraph that has been dissolved and whose business is being wound up.

(v) On application by the company, the person is expelled as a member by judicial order because the person:

(A) Has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the company's activities;

(B) Has willfully or persistently committed, or is willfully and persistently committing, a material breach of the operating agreement or the person's duties or obligations under W.S. 17-29-409 ; or

(C) Has engaged in, or is engaging in, conduct relating to the company's activities which makes it not reasonably practicable to carry on the activities with the person as a member.

(vi) In the case of a person who is an individual:

(A) The person dies; or

(B) In a member-managed limited liability company:

(I) A guardian or general conservator for the person is appointed; or

(II) There is a judicial order that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement.

(vii) In a member-managed limited liability company, the person:

(A) Becomes a debtor in bankruptcy;

(B) Executes an assignment for the benefit of creditors; or

(C) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the person or of all or substantially all of the person's property.

(viii) In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire transferable interest in the company is distributed;

(ix) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire transferable interest in the company is distributed;

(x) In the case of a member that is not an individual, partnership, limited liability company, corporation, trust or estate, the termination of the member;

(xi) The company participates in a merger under article 10 of this chapter, if:

(A) The company is not the surviving entity; or

(B) Otherwise as a result of the merger, the person ceases to be a member.

(xii) The company participates in a conversion under article 10 of this chapter;

(xiii) The company participates in a continuance, transfer or domestication under article 10 of this chapter, if, as a result of the continuance, transfer or domestication, the person ceases to be a member; or

(xiv) The company terminates.
Wyo. Stat. § 17-29-409 — WY Code / Title 17 / Chapter 29 / Section 17-29-409
§ 17-29-409. Standards of conduct for members and managers
Status: in_force

(a) A member of a member-managed limited liability company owes to the company and, subject to W.S. 17-29-901(b) , the other members the fiduciary duties of loyalty and care stated in subsections (b) and (c).

(b) The duty of loyalty of a member in a member-managed limited liability company includes the duties:

(i) To account to the company and to hold as trustee for it any property, profit or benefit derived by the member:

(A) In the conduct or winding up of the company's activities;

(B) From a use by the member of the company's property; or

(C) From the appropriation of a limited liability company opportunity;

(ii) To refrain from dealing with the company in the conduct or winding up of the company's activities as or on behalf of a person having an interest adverse to the company; and

(iii) To refrain from competing with the company in the conduct of the company's activities before the dissolution of the company.

(c) Subject to the business judgment rule, the duty of care of a member of a member-managed limited liability company in the conduct and winding up of the company's activities is to act with the care that a person in a like position would reasonably exercise under similar circumstances and in a manner the member reasonably believes to be in the best interests or at least not opposed to the best interests of the company. In discharging this duty, a member may rely in good faith upon opinions, reports, statements or other information provided by another person that the member reasonably believes is a competent and reliable source for the information.

(d) A member in a member-managed limited liability company or a manager-managed limited liability company shall discharge the duties under this chapter or under the operating agreement and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(e) It is a defense to a claim under paragraph (b)(ii) of this section and any comparable claim in equity or at common law that the transaction was fair to or at least not opposed to the limited liability company.

(f) All of the members of a member-managed limited liability company or a manager-managed limited liability company may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(g) In a manager-managed limited liability company, the following rules apply:

(i) Subsections (a), (b), (c) and (e) of this section apply to the manager or managers and not the members;

(ii) The duty stated under paragraph (b)(iii) of this section continues until winding up is completed;

(iii) Subsection (d) of this section applies to the members and managers;

(iv) Subsection (f) of this section applies only to the members;

(v) A member does not have any fiduciary duty to the company or to any other member solely by reason of being a member.
Wyo. Stat. § 17-16-122 — WY Code / Title 17 / Chapter 16 / Section 17-16-122
§ 17-16-122. Filing, service and copying fees
Status: in_force

The secretary of state shall set and collect filing, service and copying fees to recover his costs to administer this act. Fees shall not exceed the costs of providing these services.
Wyo. Stat. § 17-19-1530 — WY Code / Title 17 / Chapter 19 / Section 17-19-1530
§ 17-19-1530. Grounds for revocation
Status: in_force

(a) The secretary of state may commence a proceeding under W.S. 17-19-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if any of the following has occurred:

(i) The foreign corporation is without a registered agent or registered office in this state for thirty (30) days or more;

(ii) The foreign corporation does not inform the secretary of state under W.S. 17-28-102 or 17-28-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty (30) days of the change, resignation or discontinuance;

(iii) An incorporator, director, officer or agent of the foreign corporation signed a document the person knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;

(iv) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger;

(v) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630 ;

(vi) The corporation has failed to respond to a valid and enforceable subpoena;

(vii) It is in the public interest and the corporation:

(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing with the secretary of state under this act; or

(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process.

(viii) The foreign corporation has failed to pay any penalties imposed under W.S. 17-28-109 .

(b) The attorney general may commence a proceeding under W.S. 17-19-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(i) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(ii) The corporation would have been a public benefit corporation had it been incorporated in this state and that its corporate assets in this state are being misapplied or wasted; or

(iii) The corporation would have been a public benefit corporation had it been incorporated in this state and it is no longer able to carry out its purposes.

(c) Prior to commencing a proceeding under W.S. 17-19-1531 the secretary of state may classify a foreign corporation as delinquent awaiting administrative revocation if the foreign corporation meets any of the criteria in subsection (a) of this section.
Wyo. Stat. § 17-19-101 — WY Code / Title 17 / Chapter 19 / Section 17-19-101
§ 17-19-101. Short title
Status: in_force

This act shall be known and may be cited as the “Wyoming Nonprofit Corporation Act.”
Wyo. Stat. § 17-16-1403 — WY Code / Title 17 / Chapter 16 / Section 17-16-1403
§ 17-16-1403. Articles of dissolution
Status: in_force

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:

(i) The name of the corporation;

(ii) The date dissolution was authorized;

(iii) If dissolution was approved by the shareholders a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this act and by the articles of incorporation.

(b) A corporation is dissolved upon the effective date of its articles of dissolution.

(c) For purposes of this article, “ dissolved corporation ” means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
Wyo. Stat. § 17-4-403 — WY Code / Title 17 / Chapter 4 / Section 17-4-403
§ 17-4-403. Investment adviser registration requirement
Status: in_force

(a) It is unlawful for a person to transact business in this state as an investment adviser unless the person is registered under this act as an investment adviser or is exempt from registration as an investment adviser under subsection (b) of this section.

(b) The following persons are exempt from the registration requirement of subsection (a) of this section:

(i) A person without a place of business in this state that is registered under the securities act of the state in which the person has its principal place of business if its only clients in this state are:

(A) Federal covered investment advisers, investment advisers registered under this act, or broker-dealers registered under this act;

(B) Institutional investors;

(C) Bona fide preexisting clients whose principal places of residence are not in this state if the investment adviser is registered under the securities act of the state in which the clients maintain principal places of residence; or

(D) Any other client exempted by rule adopted or order issued under this act.

(ii) A person without a place of business in this state if the person has had, during the preceding twelve (12) months, not more than five (5) clients that are resident in this state in addition to those specified under paragraph (i) of this subsection; or

(iii) Any other person exempted by rule adopted or order issued under this act.

(c) It is unlawful for an investment adviser, directly or indirectly, to employ or associate with an individual to engage in an activity related to investment advice in this state if the registration of the individual is suspended or revoked or the individual is barred from employment or association with an investment adviser, federal covered investment adviser, or broker-dealer by an order under this act, the securities and exchange commission, or a self-regulatory organization, unless the investment adviser did not know, and in the exercise of reasonable care could not have known, of the suspension, revocation, or bar. Upon request from the investment adviser and for good cause, the secretary of state, by order, may waive, in whole or in part, the application of the prohibitions of this subsection to the investment adviser.

(d) It is unlawful for an investment adviser to employ or associate with an individual required to be registered under this act as an investment adviser representative who transacts business in this state on behalf of the investment adviser unless the individual is registered under W.S. 17-4-404(a) or is exempt from registration under W.S. 17-4-404(b) .
Wyo. Stat. § 17-10-109 — WY Code / Title 17 / Chapter 10 / Section 17-10-109
§ 17-10-109. Powers
Status: in_force

(a) Each cooperative formed under the provisions of this article shall have power:

(i) To have succession by its corporate name for the period limited in its certificate;

(ii) To sue and be sued, complain and defend in any court;

(iii) To establish and use a common seal and alter the same;

(iv) To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock or membership in subsidiary, allied or similar cooperative corporations within or without this state;

(v) To appoint such officers and agents as the business may require, including in every case, a president and a secretary, and to fix their compensation;

(vi) To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock or membership;

(vii) To engage in any activity in connection with producing, marketing, selling, preserving, drying, processing, canning, packing, handling, storing or utilization of any agricultural products of its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring or use by its members of supplies, machinery or equipment, or in the financing of such activities, or in any one (1) or more of the activities specified in this paragraph;

(viii) To borrow money and to make advances to members upon products of members in the hands of the association;

(ix) To act as agent or representative of any member or members in any of the activities mentioned in paragraphs (vii) and (viii) of this subsection;

(x) To purchase or otherwise acquire, and to hold, own and exercise all rights of ownership in, and to sell, transfer or pledge shares of the capital stock or bonds, or memberships of any corporation or association organized under this act;

(xi) To establish reserves and invest the funds thereof in bonds or such other property as may be provided in the bylaws;

(xii) To do each and everything necessary, suitable or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects herein enumerated; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such things anywhere.
Wyo. Stat. § 17-19-726 — WY Code / Title 17 / Chapter 19 / Section 17-19-726
§ 17-19-726. Other methods of electing directors
Status: in_force

(a) A corporation may provide in its articles or bylaws for election of directors by members or delegates:

(i) On the basis of chapter or other organizational unit;

(ii) By region or other geographic unit;

(iii) By preferential voting; or

(iv) By any other reasonable method.
Wyo. Stat. § 17-10-214 — WY Code / Title 17 / Chapter 10 / Section 17-10-214
§ 17-10-214. Agricultural product marketing contracts
Status: in_force

(a) A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of his agricultural product or specified commodity produced from a certain area exclusively to or through the cooperative or facility established by the cooperative.

(b) If a sale is contracted to the cooperative, the sale shall transfer title to the product absolutely, except for a recorded lien or security interest, to the cooperative on delivery of the product or at another specified time if expressly provided in the contract. The contract may allow the cooperative to sell or resell the product of its patron member or patron with or without taking title to the product, and pay the resale price to the patron member or patron, after deducting all necessary selling, overhead and other costs and expenses, including other proper reserves and interest.

(c) A single term of a marketing contract shall not exceed ten (10) years, but a marketing contract may be made self-renewing for periods not exceeding five (5) years each, subject to the right of either party to terminate by giving written notice of the termination during a period of the current term as specified in the contract.

(d) The bylaws or the marketing contract, or both, may set a specific sum as liquidated damages to be paid by the patron member or patron to the cooperative for breach of any provision of the marketing contract regarding the sale or delivery or withholding of a product and may provide that the member or patron shall pay the costs, premiums for bonds, expenses and fees if an action is brought on the contract by the cooperative. The remedies for breach of contract are valid and enforceable in the courts of this state. The provisions shall be enforced as liquidated damages and are not to be considered or regarded as a penalty.

(e) If there is a breach or threatened breach of a marketing contract by a patron member or patron, the cooperative is entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action after filing a certified complaint showing the breach or threatened breach and filing a sufficient bond, the cooperative is entitled to a temporary restraining order and preliminary injunction against the patron member or patron.

(f) Any person who knowingly induces or attempts to induce any member or patrons of a cooperative organized under this article to breach his marketing contract with the cooperative, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense; provided, that this section shall not apply to a bona fide creditor of such cooperative, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.

(g) In addition to the penalty provided in subsection (f) of this section, the person, corporation or other entity may be liable to the cooperative for civil damages for any violation of the provisions of subsection (f) of this section. Each violation shall constitute a separate offense and is subject to the penalties in this subsection and subsection (f) of this section.
Wyo. Stat. § 17-4-202 — WY Code / Title 17 / Chapter 4 / Section 17-4-202
§ 17-4-202. Exempt transactions
Status: in_force

(a) The following transactions are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 :

(i) An isolated nonissuer transaction, whether effected by or through a broker-dealer or not;

(ii) A nonissuer transaction by or through a broker-dealer registered, or exempt from registration under this act, and a resale transaction by a sponsor of a unit investment trust registered under the Investment Company Act of 1940, in a security of a class that has been outstanding in the hands of the public for at least ninety (90) days, if, at the date of the transaction:

(A) The issuer of the security is engaged in business, the issuer is not in the organizational stage or in bankruptcy or receivership, and the issuer is not a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person;

(B) The security is sold at a price reasonably related to its current market price;

(C) The security does not constitute the whole or part of an unsold allotment to, or a subscription or participation by, the broker-dealer as an underwriter of the security or a redistribution;

(D) A nationally recognized securities manual or its electronic equivalent designated by rule adopted or order issued under this act or a record filed with the securities and exchange commission that is publicly available and contains:

(I) A description of the business and operations of the issuer; and

(II) The names of the issuer's executive officers and the names of the issuer's directors, if any; and

(III) An audited balance sheet of the issuer as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had an audited balance sheet, a pro forma balance sheet for the combined organization; and

(IV) An audited income statement for each of the issuer's two (2) immediately previous fiscal years or for the period of existence of the issuer, whichever is shorter, or, in the case of a reorganization or merger when each party to the reorganization or merger had audited income statements, a pro forma income statement.

(E) Any one (1) of the following requirements is met:

(I) The issuer of the security has a class of equity securities listed on a national securities exchange registered under section 6 of the Securities Exchange Act of 1934 or designated for trading on the national association of securities dealers automated quotation system;

(II) The issuer of the security is a unit investment trust registered under the Investment Company Act of 1940;

(III) The issuer of the security, including its predecessors, has been engaged in continuous business for at least three (3) years; or

(IV) The issuer of the security has total assets of at least two million dollars ($2,000,000.00) based on an audited balance sheet as of a date within eighteen (18) months before the date of the transaction or, in the case of a reorganization or merger when the parties to the reorganization or merger each had such an audited balance sheet, a pro forma balance sheet for the combined organization.

(iii) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security of a foreign issuer that is a margin security defined in regulations or rules adopted by the board of governors of the federal reserve system;

(iv) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in an outstanding security if the guarantor of the security files reports with the securities and exchange commission under the reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934 ( 15 U.S.C. 78m or 78o(d) );

(v) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act in a security that:

(A) Is rated at the time of the transaction by a nationally recognized statistical rating organization in one (1) of its four (4) highest rating categories; or

(B) Has a fixed maturity or a fixed interest or dividend, if:

(I) A default has not occurred during the current fiscal year or within the three (3) previous fiscal years or during the existence of the issuer and any predecessor if less than three (3) fiscal years, in the payment of principal, interest, or dividends on the security; and

(II) The issuer is engaged in business, is not in the organizational stage or in bankruptcy or receivership, and is not and has not been within the previous twelve (12) months a blank check, blind pool, or shell company that has no specific business plan or purpose or has indicated that its primary business plan is to engage in a merger or combination of the business with, or an acquisition of, an unidentified person.

(vi) A nonissuer transaction by or through a broker-dealer registered or exempt from registration under this act effecting an unsolicited order or offer to purchase;

(vii) A nonissuer transaction executed by a bona fide pledgee without the purpose of evading this act;

(viii) A nonissuer transaction by a federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting in the exercise of discretionary authority in a signed record for the account of others;

(ix) A transaction in a security, whether or not the security or transaction is otherwise exempt, in exchange for one (1) or more bona fide outstanding securities, claims, or property interests, or partly in such exchange and partly for cash, if the terms and conditions of the issuance and exchange or the delivery and exchange and the fairness of the terms and conditions have been approved by the secretary of state after a hearing;

(x) A transaction between the issuer or other person on whose behalf the offering is made and an underwriter, or among underwriters;

(xi) A transaction in a note, bond, debenture, or other evidence of indebtedness secured by a mortgage or other security agreement if:

(A) The note, bond, debenture, or other evidence of indebtedness is offered and sold with the mortgage or other security agreement as a unit;

(B) A general solicitation or general advertisement of the transaction is not made; and

(C) A commission or other remuneration is not paid or given, directly or indirectly, to a person not registered under this act as a broker-dealer or as an agent.

(xii) A transaction by an executor, administrator of an estate, sheriff, marshal, receiver, trustee in bankruptcy, guardian, or conservator;

(xiii) A sale or offer to sell to:

(A) An institutional investor;

(B) A federal covered investment adviser; or

(C) Any other person exempted by rule adopted or order issued under this act.

(xiv) A sale or an offer to sell securities of an issuer, if the transaction is part of a single issue in which:

(A) Not more than twenty-five (25) purchasers are present in this state during any twelve (12) consecutive months, other than those designated in paragraph (xiii) of this subsection;

(B) A general solicitation or general advertising is not made in connection with the offer to sell or sale of the securities;

(C) A commission or other remuneration is not paid or given, directly or indirectly, to a person other than a broker-dealer registered under this act or an agent registered under this act for soliciting a prospective purchaser in this state; and

(D) The issuer reasonably believes that all the purchasers in this state, other than those designated in paragraph (xiii) of this subsection, are purchasing for investment.

(xv) A transaction under an offer to existing security holders of the issuer, including persons that at the date of the transaction are holders of convertible securities, options, or warrants, if a commission or other remuneration, other than a standby commission, is not paid or given, directly or indirectly, for soliciting a security holder in this state;

(xvi) An offer to sell, but not a sale, of a security not exempt from registration under the Securities Act of 1933 if:

(A) A registration or offering statement or similar record as required under the Securities Act of 1933 has been filed, but is not effective, or the offer is made in compliance with rule 165 adopted under the Securities Act of 1933 ( 17 C.F.R. 230.165 ); and

(B) A stop order of which the offeror is aware has not been issued against the offeror by the secretary of state or the securities and exchange commission, and an audit, inspection, or proceeding that is public and that may culminate in a stop order is not known by the offeror to be pending.

(xvii) An offer to sell, but not a sale, of a security exempt from registration under the Securities Act of 1933 if:

(A) A registration statement has been filed under this act, but is not effective;

(B) A solicitation of interest is provided in a record to offerees in compliance with a rule adopted by the secretary of state under this act; and

(C) A stop order of which the offeror is aware has not been issued by the secretary of state under this act and an audit, inspection, or proceeding that may culminate in a stop order is not known by the offeror to be pending.

(xviii) A transaction involving the distribution of the securities of an issuer to the security holders of another person in connection with a merger, consolidation, exchange of securities, sale of assets, or other reorganization to which the issuer, or its parent or subsidiary and the other person, or its parent or subsidiary, are parties;

(xix) A rescission offer, sale, or purchase under W.S. 17-4-510 ;

(xx) An offer or sale of a security to a person not a resident of this state and not present in this state if the offer or sale does not constitute a violation of the laws of the state or foreign jurisdiction in which the offeree or purchaser is present and is not part of an unlawful plan or scheme to evade this act;

(xxi) Employees' stock purchase, savings, option, profit-sharing, pension, or similar employees' benefit plan, including any securities, plan interests, and guarantees issued under a compensatory benefit plan or compensation contract, contained in a record, established by the issuer, its parents, its majority-owned subsidiaries, or the majority-owned subsidiaries of the issuer's parent for the participation of their employees including offers or sales of such securities to:

(A) Directors; general partners; trustees, if the issuer is a business trust; officers; consultants; and advisers;

(B) Family members who acquire such securities from those persons through gifts or domestic relations orders;

(C) Former employees, directors, general partners, trustees, officers, consultants, and advisers if those individuals were employed by or providing services to the issuer when the securities were offered; and

(D) Insurance agents who are exclusive insurance agents of the issuer, or the issuer's subsidiaries or parents, or who derive more than fifty percent (50%) of their annual income from those organizations.

(xxii) A transaction involving:

(A) A stock dividend or equivalent equity distribution, whether the corporation or other business organization distributing the dividend or equivalent equity distribution is the issuer or not, if nothing of value is given by stockholders or other equity holders for the dividend or equivalent equity distribution other than the surrender of a right to a cash or property dividend if each stockholder or other equity holder may elect to take the dividend or equivalent equity distribution in cash, property, or stock;

(B) An act incident to a judicially approved reorganization in which a security is issued in exchange for one (1) or more outstanding securities, claims, or property interests, or partly in such exchange and partly for cash; or

(C) The solicitation of tenders of securities by an offeror in a tender offer in compliance with rule 162 adopted under the Securities Act of 1933 ( 17 C.F.R. 230.162 ).

(xxiii) A nonissuer transaction in an outstanding security by or through a broker-dealer registered or exempt from registration under this act, if the issuer is a reporting issuer in a foreign jurisdiction designated by this paragraph or by rule adopted or order issued under this act; has been subject to continuous reporting requirements in the foreign jurisdiction for not less than one hundred eighty (180) days before the transaction; and the security is listed on the foreign jurisdiction's securities exchange that has been designated by this paragraph or by rule adopted or order issued under this act, or is a security of the same issuer that is of senior or substantially equal rank to the listed security or is a warrant or right to purchase or subscribe to any of the foregoing. For purposes of this paragraph, Canada, together with its provinces and territories, is a designated foreign jurisdiction and the Toronto Stock Exchange, Inc., is a designated securities exchange. After an administrative hearing in compliance with the Wyoming Administrative Procedure Act, the secretary of state, by rule adopted or order issued under this act, may revoke the designation of a securities exchange under this paragraph, if the secretary of state finds that revocation is necessary or appropriate in the public interest and for the protection of investors.
Wyo. Stat. § 17-16-1107 — WY Code / Title 17 / Chapter 16 / Section 17-16-1107
§ 17-16-1107. Effect of merger or share exchange
Status: reserved

(a) When a merger becomes effective:

(i) The corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be and the separate existence of every corporation or eligible entity that is merged into the survivor ceases;

(ii) Reserved;

(iii) All property owned by, and every contract right possessed by, each corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;

(iv) All liabilities of each corporation or eligible entity that is merged into the survivor are vested in the survivor;

(v) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

(vi) The articles of incorporation or organic documents of the survivor are amended to the extent provided in the plan of merger;

(vii) The shares of each corporation that is a party to the merger, and the interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger into shares, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of the shares or eligible interests are entitled only to the rights provided in the plan of merger or to any rights they may have under article 13 of this chapter or the organic law of the eligible entity; and

(viii) The articles of incorporation or organic documents of a survivor that is created by the merger become effective.

(b) When a share exchange becomes effective, the shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under article 13 of this chapter.

(c) A person who becomes subject to owner liability for some or all of the debts, obligations or liabilities of any entity as a result of a merger or share exchange shall have owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations and liabilities that arise after the effective time of the articles of merger or share exchange.

(d) Upon a merger becoming effective, a foreign corporation, or a foreign eligible entity, that is the survivor of the merger is deemed to:

(i) Appoint the secretary of state as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and

(ii) Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under article 13.

(e) The effect of a merger or share exchange on the owner liability of a person who had owner liability for some or all of the debts, obligations or liabilities of a party to the merger or share exchange shall be as follows:

(i) The merger or share exchange does not discharge any owner liability under the organic law of the entity in which the person was a shareholder or interest holder to the extent any owner liability arose before the effective time of the articles of merger or share exchange;

(ii) The person shall not have owner liability under the organic law of the entity in which the person was a shareholder or interest holder prior to the merger or share exchange for any debt, obligation or liability that arises after the effective time of the articles of merger or share exchange;

(iii) The provisions of the organic law of any entity for which the person had owner liability before the merger or share exchange shall continue to apply to the collection or discharge of any owner liability preserved by paragraph (i) of this subsection, as if the merger or share exchange had not occurred;

(iv) The person shall have whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by paragraph (i) of this subsection, as if the merger or share exchange had not occurred.
Wyo. Stat. § 17-22-110 — WY Code / Title 17 / Chapter 22 / Section 17-22-110
§ 17-22-110. Appointment of agent to receive service of process
Status: in_force

(a) A nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.

(b) A statement appointing an agent shall set forth:

(i) The name of the nonprofit association;

(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state; and

(iii) The name of the person in this state authorized to receive service of process and the person's address, including the state address, in this state.

(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts the appointment. An appointed agent may resign by filing a resignation in the office of the secretary of state and giving notice to the nonprofit association.

(d) A filing officer may collect a fee of five dollars ($5.00) for filing a statement appointing an agent to receive service of process, an amendment, or a resignation.

(e) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.

(f) If the secretary of state refuses to file a statement appointing an agent, the secretary of state shall return it to the nonprofit association or its representative within fifteen (15) days after the statement was delivered, together with a brief, written explanation of the reason for the refusal.
Wyo. Stat. § 17-23-105 — WY Code / Title 17 / Chapter 23 / Section 17-23-105
§ 17-23-105. Liability of beneficial owners and trustees
Status: in_force

(a) Except to the extent otherwise provided in the governing instrument, the beneficial owner shall be entitled to any limitations of personal liability extended to shareholders of private corporations for profit organized under the Wyoming Business Corporation Act or extended to members of limited liability companies organized under the Wyoming Limited Liability Company Act.

(b) Except to the extent otherwise provided in the governing instrument, a trustee, when acting in that capacity, shall not be personally liable to any persons other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee. Notwithstanding the provisions of W.S. 17-23-113 , trustees of a statutory trust shall not be held to a more rigorous standard of care than that imposed upon directors of a business corporation under the Wyoming Business Corporation Act.
Wyo. Stat. § 17-21-108 — WY Code / Title 17 / Chapter 21 / Section 17-21-108
§ 17-21-108. 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. § 17-20-104 — WY Code / Title 17 / Chapter 20 / Section 17-20-104
§ 17-20-104. Securities Act exemption
Status: in_force

The provisions of chapter 4 of title 17 of the Wyoming statutes shall not apply to any note, bond or other evidence of indebtedness issued by any cooperative utility to the United States or any agency or any instrumentality thereof, to any mortgage or deed of trust executed to secure the same, or to the issuance of membership certificates or proxies by a cooperative utility.
Wyo. Stat. § 17-10-124 — WY Code / Title 17 / Chapter 10 / Section 17-10-124
§ 17-10-124. Applicability of conflicting laws
Status: in_force

Any provisions of law which are in conflict with this act shall not be construed as applying to the associations herein provided for.
Wyo. Stat. § 17-16-1720 — WY Code / Title 17 / Chapter 16 / Section 17-16-1720
§ 17-16-1720. Transfer of a Wyoming corporation to another jurisdiction
Status: repealed

(a) A corporation incorporated, domesticated or continued under this act may, if authorized by resolution duly adopted as set forth in subsection (g) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following:

(i) The name of the corporation immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the corporation desires to change its name in connection with the transfer, the name by which the corporation will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the corporation is to be transferred;

(iii) A statement that the corporation shall surrender its certificate of incorporation under this act upon the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved by the directors and the shareholders in the manner required under subsection (g) of this section; and

(v) Any other terms and conditions of the transfer, including any desired amendments to the articles of incorporation of the corporation following its transfer.

(b) The secretary of state shall require that the corporation maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he considers appropriate for the protection of creditors and stockholders, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer.

(c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the corporation is transferred.

(d) Upon issuance of a certificate of transfer, the corporation shall be continued as if it had been incorporated under the laws of the other jurisdiction and becomes a corporation under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration.

(e) Every corporation organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of sixty dollars ($60.00).

(i) to (x) Repealed by Laws 2009, ch. 115, § 3.

(f) Repealed by Laws 2009, ch. 115, § 3.

(g) A resolution to transfer the corporation to another jurisdiction shall be adopted by the board of directors, and shall thereafter be submitted to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the resolution, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination. The board of directors may condition its submission of the resolution to the shareholders on any basis. If the approval of the shareholders is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the resolution for transfer is to be submitted for approval. The notice shall contain or be accompanied by a copy or summary of the resolution and of the articles of incorporation of the corporation as they will be in effect in the new jurisdiction immediately after the transfer. Unless the articles of incorporation or the board of directors requires a greater vote or a greater number of votes to be present, approval of the resolution requires the affirmative vote of a majority of the shareholders at a meeting at which a quorum, consisting of a majority of the votes entitled to be cast, is present, and, if any class or series of shares is entitled to vote as a separate group on the resolution, the approval of each such separate voting group at a meeting at which a quorum of the voting group consisting of at least a majority of the votes entitled to be cast on the resolution by that voting group exists. Separate voting by voting groups is required to the extent the same would be required for a proposed amendment to the articles of incorporation.

(h) The corporation may represent to the proper officer of the jurisdiction to which the corporation is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the corporation to be accepted in that jurisdiction, provided that the corporation may not misrepresent the requirements or effects of the provisions of this section.
Wyo. Stat. § 17-10-243 — WY Code / Title 17 / Chapter 10 / Section 17-10-243
§ 17-10-243. Application for court-supervised voluntary dissolution
Status: in_force

After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court as provided in W.S. 17-10-250 .
Wyo. Stat. § 17-11-109 — WY Code / Title 17 / Chapter 11 / Section 17-11-109
§ 17-11-109. Amendments to articles of incorporation
Status: in_force

(a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws.

(b) An amendment to the articles of incorporation shall be filed with the secretary of state, and shall not take effect until the date of such filing.
Wyo. Stat. § 17-16-1507 — WY Code / Title 17 / Chapter 16 / Section 17-16-1507
§ 17-16-1507. Registered office and registered agent of foreign corporation
Status: repealed

(a) Each foreign corporation authorized to transact business in this state shall 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 .

(A) to (C) Repealed by Laws 2008, ch. 90, § 3.

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all foreign corporations.
Wyo. Stat. § 17-19-1403 — WY Code / Title 17 / Chapter 19 / Section 17-19-1403
§ 17-19-1403. Notices to the secretary of state
Status: in_force

(a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general.

(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier.

(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.
Wyo. Stat. § 17-14-206 — WY Code / Title 17 / Chapter 14 / Section 17-14-206
§ 17-14-206. Records to be kept
Status: in_force

(a) Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following:

(i) A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the limited partners;

(ii) A copy of the certificate of limited partnership and all certificates of amendment thereto, and any application for and certificate of continuance, together with executed copies of any powers of attorney pursuant to which any certificate or application has been executed;

(iii) Copies of the limited partnership's federal, state and local income tax returns and reports, if any, for the three (3) most recent years;

(iv) Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three (3) most recent years; and

(v) Unless contained in a written partnership agreement, a writing setting out:

(A) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;

(B) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;

(C) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution; and

(D) Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(b) Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
Wyo. Stat. § 17-19-807 — WY Code / Title 17 / Chapter 19 / Section 17-19-807
§ 17-19-807. Resignation of directors
Status: in_force

(a) A director may resign at any time by delivering written notice, signed either manually or in facsimile, to the board of directors, its presiding officer or to the president or secretary.

(b) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.
Wyo. Stat. § 17-4-305 — WY Code / Title 17 / Chapter 4 / Section 17-4-305
§ 17-4-305. Securities registration filings
Status: in_force

(a) A registration statement may be filed by the issuer, a person on whose behalf the offering is to be made, or a broker-dealer registered under this act.

(b) A person filing a registration statement shall pay a filing fee of one-fiftieth of one percent (.0002) of the total dollar offering amount to be offered in this state, but the fee shall in no case be less than two hundred dollars ($200.00) nor more than six hundred dollars ($600.00) when filing an initial registration statement or renewing a previously filed registration statement. If a registration statement is withdrawn before the effective date or a preeffective stop order is issued under W.S. 17-4-306 the secretary of state shall retain one hundred dollars ($100.00) of the fee.

(c) A registration statement filed under W.S. 17-4-303 or 17-4-304 must specify:

(i) The amount of securities to be offered in this state;

(ii) The states in which a registration statement or similar record in connection with the offering has been or is to be filed; and

(iii) Any adverse order, judgment, or decree issued in connection with the offering by a state securities regulator, the securities and exchange commission, or a court.

(d) A record filed under this act or the predecessor act within five (5) years preceding the filing of a registration statement may be incorporated by reference in the registration statement to the extent that the record is currently accurate.

(e) In the case of a nonissuer distribution, information or a record may not be required under subsection (j) of this section or W.S. 17-4-304 , unless it is known to the person filing the registration statement or to the person on whose behalf the distribution is to be made or unless it can be furnished by those persons without unreasonable effort or expense.

(f) A rule adopted or order issued under this act may require as a condition of registration that a security issued within the previous five (5) years or to be issued to a promoter for a consideration substantially less than the public offering price or to a person for a consideration other than cash be deposited in escrow; and that the proceeds from the sale of the registered security in this state be impounded until the issuer receives a specified amount from the sale of the security either in this state or elsewhere. The conditions of any escrow or impoundment required under this subsection may be established by rule adopted or order issued under this act, but the secretary of state may not reject a depository institution solely because of its location in another state.

(g) A rule adopted or order issued under this act may require as a condition of registration that a security registered under this act be sold only on a specified form of subscription or sale contract and that a signed or conformed copy of each contract be filed under this act or preserved for a period specified by the rule or order, which may not be longer than five (5) years.

(h) Except while a stop order is in effect under W.S. 17-4-306 , a registration statement is effective for one (1) year after its effective date, or for any longer period designated in an order under this act during which the security is being offered or distributed in a nonexempted transaction by or for the account of the issuer or other person on whose behalf the offering is being made or by an underwriter or broker-dealer that is still offering part of an unsold allotment or subscription taken as a participant in the distribution. For the purposes of a nonissuer transaction, all outstanding securities of the same class identified in the registration statement as a security registered under this act are considered to be registered while the registration statement is effective. If any securities of the same class are outstanding, a registration statement may not be withdrawn until one (1) year after its effective date. A registration statement may be withdrawn only with the approval of the secretary of state.

(j) While a registration statement is effective, a rule adopted or order issued under this act may require the person that filed the registration statement to file reports, not more often than quarterly, to keep the information or other record in the registration statement reasonably current and to disclose the progress of the offering.

(k) A registration statement may be amended after its effective date. The post effective amendment becomes effective when the secretary of state so orders. If a post effective amendment is made to increase the number of securities specified to be offered or sold, the person filing the amendment shall pay a registration fee specified in subsection (b) of this section. A post effective amendment relates back to the date of the offering of the additional securities being registered if, within one (1) year after the date of the sale, the amendment is filed and the additional registration fee is paid.
Wyo. Stat. § 17-16-1603 — WY Code / Title 17 / Chapter 16 / Section 17-16-1603
§ 17-16-1603. Scope of inspection right
Status: in_force

(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.

(b) The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

(c) The corporation may comply with a shareholder's demand to inspect the record of shareholders under W.S. 17-16-1602(b)(iii) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.

(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
Wyo. Stat. § 17-19-1503 — WY Code / Title 17 / Chapter 19 / Section 17-19-1503
§ 17-19-1503. Application for certificate of authority
Status: in_force

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

(i) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of W.S. 17-19-1506 ;

(ii) The name of the state or country under whose law it is incorporated;

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

(iv) The street address of its principal office and an email address for the foreign corporation;

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

(vi) The names and usual business or home addresses of its current directors and officers;

(vii) Whether the foreign corporation has members;

(viii) Whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit or religious corporation;

(ix) A statement that the corporation accepts the constitution of the state of Wyoming in compliance with the requirement of article 10 section 5 of the Wyoming constitution ; and

(x) Any additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to transact business in this state and to determine and assess the fees and license taxes under the laws of this state.

(b) The foreign corporation shall deliver with the completed application a certificate of existence dated not more than sixty (60) days prior to filing in Wyoming, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

(c) The application for certificate of authority shall be accompanied by a written consent to appointment by the registered agent.
Wyo. Stat. § 17-19-1422 — WY Code / Title 17 / Chapter 19 / Section 17-19-1422
§ 17-19-1422. Reinstatement following administrative dissolution
Status: repealed

(a) A corporation administratively dissolved under W.S. 17-19-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation 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 corporation was engaged in illegal operations. The application shall:

(i) Recite the name of the corporation and the effective date of its administrative dissolution;

(ii) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(iii) Repealed by Laws 1999, ch. 196, § 2.

(iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630 , include payment of fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17-19-122 ; and

(v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.

(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104 .

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.

(d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.
Wyo. Stat. § 17-14-1002 — WY Code / Title 17 / Chapter 14 / Section 17-14-1002
§ 17-14-1002. Registration
Status: repealed

(a) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:

(i) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;

(ii) The state and date of its formation;

(iii) Repealed by Laws 1995, ch. 45, § 2.

(iv) The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;

(v) Repealed by Laws 2012, ch. 10, § 2, eff. March 6, 2012;

(vi) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(vii) Repealed by Laws 1995, ch. 45, § 2.

(viii) The name and business address of each general partner;

(ix) Whether the foreign limited partnership is a foreign limited liability limited partnership; and

(x) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.

(b) The foreign limited partnership shall deliver with the completed application a certificate of existence, duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose laws it is formed, which verifies the active existence of the foreign limited partnership.
Wyo. Stat. § 17-22-113 — WY Code / Title 17 / Chapter 22 / Section 17-22-113
§ 17-22-113. Summons and complaint; service on whom
Status: in_force

In an action or proceeding against a nonprofit association a summons and complaint shall be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
Wyo. Stat. § 17-18-305 — WY Code / Title 17 / Chapter 18 / Section 17-18-305
§ 17-18-305. Notice of shareholder meeting
Status: in_force

(a) The issuing public corporation shall give notice of a special meeting of shareholders requested pursuant to W.S. 17-18-304 as promptly as practicable to each shareholder of record as of the record date set for the meeting, whether or not the shareholder is entitled to vote at the meeting.

(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered shall include or be accompanied by:

(i) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this article; and

(ii) A statement by the board of directors of the issuing public corporation which:

(A) Is authorized by its directors; and

(B) Contains the position or recommendation of the board of directors or states that the board of directors takes no position or makes no recommendation concerning the proposed control share acquisition; and

(C) Contains a statement of any dissenters' rights accorded to shareholders of the issuing public corporation under W.S. 17-18-308 .
Wyo. Stat. § 17-16-1022 — WY Code / Title 17 / Chapter 16 / Section 17-16-1022
§ 17-16-1022. Bylaw provisions relating to the election of directors
Status: repealed

(a) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section, alter the vote specified in W.S. 17-16-728(a) or provide for cumulative voting, a public corporation may elect in its bylaws to be governed in the election of directors as follows:

(i) Each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a shareholder may indicate an abstention, but without cumulating the votes;

(ii) To be elected, a nominee shall have received a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of ninety (90) days from the date on which the voting results are determined pursuant to W.S. 17-16-729(b)(v) or is the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which W.S. 17-16-810 applies. Subject to paragraph (iii) of this subsection, a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the ninety (90) day period referenced above; and

(iii) The board of directors may select any qualified individual to fill the office held by a director who received more votes against than for election.

(b) Subsection (a) of this section does not apply to an election of directors by a voting group if at the expiration of the time fixed under a provision requiring advance notification of director candidates, or absent such a provision, at a time fixed by the board of directors which is not more than fourteen (14) days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one (1) or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest.

(c) A bylaw electing to be governed by this section may be repealed:

(i) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or

(ii) If adopted by the board of directors, by the board of directors or the shareholders.
Wyo. Stat. § 17-10-111 — WY Code / Title 17 / Chapter 10 / Section 17-10-111
§ 17-10-111. Management by board of directors; composition and election of board; terms of office
Status: in_force

The stock, property and concerns of such corporation shall be managed by the board of directors who shall be respectively members, stockholders or subscribers for stock and who shall, after the first corporate year, be annually elected by the members or stockholders at such time and place as shall be provided by the bylaws. The bylaws may provide that the directors be elected for staggered terms not to exceed three (3) years. Directors shall hold office until their successors have been elected and qualified. The bylaws may provide that the territory in which the association has members shall be divided into districts, and the directors shall be elected according to such districts. In such case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such district, and the result of all such primary elections must be ratified by the next regular meeting of the association.
Wyo. Stat. § 17-21-308 — WY Code / Title 17 / Chapter 21 / Section 17-21-308
§ 17-21-308. Purported partner
Status: in_force

(a) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one (1) or more persons not partners, the purported partner is liable to a person to whom the representation is made:

(i) If that person, relying on the representation, enters into a transaction with the actual or purported partnership; and

(ii) If the purported partner would have been personally liable for obligations of the partnership under W.S. 17-21-306 if he actually had been a partner.

(b) Subject to subsection (a) of this section if the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable as if the purported partner were a partner. If no partnership liability results, the purported partner is liable jointly and severally with any other person consenting to the representation.

(c) If a person is thus represented to be a partner in an existing partnership or with one (1) or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable as provided in W.S. 17-21-306 as if the person actually had been a partner.

(d) A person is not a partner in a partnership solely because the person is named by another in a statement of partnership authority.

(e) A person does not continue to be a partner solely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
Wyo. Stat. § 17-11-116 — WY Code / Title 17 / Chapter 11 / Section 17-11-116
§ 17-11-116. Dissolution
Status: in_force

The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation and creditors thereof have been paid in full. If the corporation is a nonprofit corporation the assets remaining after payment in full of all amounts due creditors and the members of the corporation shall be paid only to charitable or educational organizations and institutions, in accordance with the articles of incorporation and bylaws of the corporation.
Wyo. Stat. § 17-19-150 — WY Code / Title 17 / Chapter 19 / Section 17-19-150
§ 17-19-150. Private foundations
Status: in_force

(a) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986:

(i) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the code;

(ii) Shall not engage in any act of self-dealing as defined in section 4941(d) of the code;

(iii) Shall not retain any excess business holdings as defined in section 4943(c) of the code;

(iv) Shall not make any taxable expenditures as defined in section 4944 of the code;

(v) Shall not make any taxable expenditures as defined in section 4945(d) of the code.

(b) All references in this section to sections of the code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.
Wyo. Stat. § 17-19-803 — WY Code / Title 17 / Chapter 19 / Section 17-19-803
§ 17-19-803. Number of directors
Status: in_force

(a) A board of directors shall consist of three (3) or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.

(b) The number of directors may be increased or decreased, but to no fewer than three (3), from time to time by amendment to or in the manner prescribed in the articles or bylaws.
Wyo. Stat. § 17-4-201 — WY Code / Title 17 / Chapter 4 / Section 17-4-201
§ 17-4-201. Exempt securities
Status: in_force

(a) The following securities are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 :

(i) A security, including a revenue obligation or a separate security as defined in rule 131 ( 17 C.F.R. 230.131 ) adopted under the Securities Act of 1933, issued, insured, or guaranteed by the United States; by a state; by a political subdivision of a state; by a public authority, agency, or instrumentality of one (1) or more states; by a political subdivision of one (1) or more states; or by a person controlled or supervised by and acting as an instrumentality of the United States under authority granted by the congress; or a certificate of deposit for any of the foregoing;

(ii) A security issued, insured or guaranteed by a foreign government with which the United States maintains diplomatic relations, or any of its political subdivisions, if the security is recognized as a valid obligation by the issuer, insurer, or guarantor;

(iii) A security issued by and representing or that will represent an interest in or a direct obligation of, or be guaranteed by:

(A) An international banking institution;

(B) A banking institution organized under the laws of the United States; a member bank of the federal reserve system; or a depository institution a substantial portion of the business of which consists or will consist of receiving deposits or share accounts that 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 or exercising fiduciary powers that are similar to those permitted for national banks under the authority of the comptroller of currency pursuant to section 1 of Public Law 87-722 ( 12 U.S.C. § 92a ); or

(C) Any other depository institution, unless by rule or order the secretary of state proceeds under W.S. 17-4-205 .

(iv) A security issued by and representing an interest in, or a debt of, or insured or guaranteed by, an insurance company authorized to do business in this state;

(v) A security issued or guaranteed by a railroad, other common carrier, public utility, or public utility holding company that is:

(A) Regulated in respect to its rates and charges by the United States or a state;

(B) Regulated in respect to the issuance or guarantee of the security by the United States, a state, Canada, or a Canadian province or territory; or

(C) A public utility holding company registered under the Public Utility Holding Company Act of 1935 or a subsidiary of such a registered holding company within the meaning of that act.

(vi) A federal covered security specified in section 18(b)(1) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(1) ) or by rule adopted under that provision or a security listed or approved for listing on another securities market specified by rule under this act; a put or a call option contract; a warrant; a subscription right on or with respect to such securities; or an option or similar derivative security on a security or an index of securities or foreign currencies issued by a clearing agency registered under the Securities Exchange Act of 1934 and listed or designated for trading on a national securities exchange, a facility of a national securities exchange, or a facility of a national securities association registered under the Securities Exchange Act of 1934 or an offer or sale, of the underlying security in connection with the offer, sale, or exercise of an option or other security that was exempt when the option or other security was written or issued; or an option or a derivative security designated by the securities and exchange commission under section 9(b) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78i(b) );

(vii) A security issued by a person organized and operated exclusively for religious, educational, benevolent, fraternal, charitable, social, athletic, or reformatory purposes, or as a chamber of commerce, and not for pecuniary profit, no part of the net earnings of which inures to the benefit of a private stockholder or other person, or a security of a company that is excluded from the definition of an investment company under section 3(c)(10)(B) of the Investment Company Act of 1940 ( 15 U.S.C. § 80a-3(c)(10)(B) ); except that with respect to the offer or sale of a note, bond, debenture, or other evidence of indebtedness issued by such a person, a rule may be adopted under this act limiting the availability of this exemption by classifying securities, persons, and transactions, imposing different requirements for different classes, specifying with respect to subparagraph (B) of this paragraph the scope of the exemption and the grounds for denial or suspension, and requiring an issuer:

(A) To file a notice specifying the material terms of the proposed offer or sale and copies of any proposed sales and advertising literature to be used and provide that the exemption becomes effective if the secretary of state does not disallow the exemption within the period established by the rule;

(B) To file a request for exemption authorization for which a rule under this act may specify the scope of the exemption, the requirement of an offering statement, the filing of sales and advertising literature, the filing of consent to service of process complying with W.S. 17-4-611 , and grounds for denial or suspension of the exemption; or

(C) To register under W.S. 17-4-304 .

(viii) A member's or owner's interest in, or a retention certificate or like security given in lieu of a cash patronage dividend issued by, a cooperative organized and operated as a nonprofit membership cooperative under the cooperative laws of a state, but not a member's or owner's interest, retention certificate, or like security sold to persons other than bona fide members of the cooperative; and

(ix) An equipment trust certificate with respect to equipment leased or conditionally sold to a person, if any security issued by the person would be exempt under this section or would be a federal covered security under section 18(b)(1) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(1) ).
Wyo. Stat. § 17-25-102 — WY Code / Title 17 / Chapter 25 / Section 17-25-102
§ 17-25-102. Application of Wyoming Limited Liability Company Act
Status: in_force

(a) The Wyoming Limited Liability Company Act applies to close limited liability companies to the extent not inconsistent with the provisions of this chapter and the powers provided the secretary of state by W.S. 17-29-1102 shall apply to this supplement.

(b) This chapter does not repeal or modify any statute or rule of law that is or would apply to a limited liability company that is organized under the Wyoming Limited Liability Company Act that does not elect to become a close limited liability company.
Wyo. Stat. § 17-4-402 — WY Code / Title 17 / Chapter 4 / Section 17-4-402
§ 17-4-402. Agent registration requirement and exemptions
Status: in_force

(a) It is unlawful for an individual to transact business in this state as an agent unless the individual is registered under this act as an agent or is exempt from registration as an agent under subsection (b) of this section.

(b) The following individuals are exempt from the registration requirement of subsection (a) of this section:

(i) An individual who represents a broker-dealer in effecting transactions in this state limited to those described in section 15(h)(2) of the Securities Exchange Act of 1934 ( 15 U.S.C. § 78(o)(2) );

(ii) An individual who represents a broker-dealer that is exempt under W.S. 17-4-401(b) or (d) ;

(iii) An individual who represents an issuer with respect to an offer or sale of the issuer's own securities or those of the issuer's parent or any of the issuer's subsidiaries, and who is not compensated in connection with the individual's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(iv) An individual who represents an issuer and who effects transactions in the issuer's securities exempted by W.S. 17-4-202 , other than W.S. 17-4-202(a)(xi) and (xiv) ;

(v) An individual who represents an issuer that effects transactions solely in federal covered securities of the issuer, but an individual who effects transactions in a federal covered security under section 18(b)(3) or 18(b)(4)(D) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(3) or 77r(b)(4)(D) ) is not exempt if the individual is compensated in connection with the agent's participation by the payment of commissions or other remuneration based, directly or indirectly, on transactions in those securities;

(vi) An individual who represents a broker-dealer registered in this state under W.S. 17-4-401(a) or exempt from registration under W.S. 17-4-401(b) in the offer and sale of securities for an account of a nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting for the account of others pursuant to discretionary authority in a signed record;

(vii) An individual who represents an issuer in connection with the purchase of the issuer's own securities;

(viii) An individual who represents an issuer and who restricts participation to performing clerical or ministerial acts; or

(ix) Any other individual exempted by rule adopted or order issued under this act.

(c) The registration of an agent is effective only while the agent is employed by or associated with a broker-dealer registered under this act or an issuer that is offering, selling, or purchasing its securities in this state.

(d) It is unlawful for a broker-dealer, or an issuer engaged in offering, selling, or purchasing securities in this state, to employ or associate with an agent who transacts business in this state on behalf of broker-dealers or issuers unless the agent is registered under subsection (a) of this section or exempt from registration under subsection (b) of this section.
Wyo. Stat. § 17-10-228 — WY Code / Title 17 / Chapter 10 / Section 17-10-228
§ 17-10-228. Failure to receive meeting notice
Status: in_force

Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting.
Wyo. Stat. § 17-4-302 — WY Code / Title 17 / Chapter 4 / Section 17-4-302
§ 17-4-302. Notice filing
Status: in_force

(a) With respect to a federal covered security, as defined in section 18(b)(2) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(2) ), that is not otherwise exempt under W.S. 17-4-201 through 17-4-204 , a rule adopted or order issued under this act may require the filing of any or all of the following records:

(i) Before the initial offer of a federal covered security in this state, all records that are part of a federal registration statement filed with the securities and exchange commission under the Securities Act of 1933 and a consent to service of process complying with W.S. 17-4-611 signed by the issuer and the payment of a fee of two hundred dollars ($200.00);

(ii) After the initial offer of the federal covered security in this state, all records that are part of an amendment to a federal registration statement filed with the securities and exchange commission under the Securities Act of 1933; and

(iii) To the extent necessary or appropriate to compute fees, a report of the value of the federal covered securities sold or offered to persons present in this state, if the sales data are not included in records filed with the securities and exchange commission and payment of a fee as set by rule.

(b) A notice filing under subsection (a) of this section is effective for two (2) years commencing on the later of the notice filing or the effectiveness of the offering filed with the securities and exchange commission. On or before expiration, the issuer may renew a notice filing by filing a copy of those records filed by the issuer with the securities and exchange commission that are required by rule or order under this act to be filed and by paying a renewal fee as set by rule. A previously filed consent to service of process complying with W.S. 17-4-611 may be incorporated by reference in a renewal. A renewed notice filing becomes effective upon the expiration of the filing being renewed.

(c) With respect to a security that is a federal covered security under section 18(b)(4)(D) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(4)(D) ), a rule under this act may require a notice filing by or on behalf of an issuer to include a copy of Form D, including the appendix, as promulgated by the securities and exchange commission, and a consent to service of process complying with W.S. 17-4-611 signed by the issuer not later than fifteen (15) days after the first sale of the federal covered security in this state and the payment of a fee as set by rule; and the payment of a fee for any late filing as set by rule.

(d) Except with respect to a federal security under section 18(b)(1) of the Securities Act of 1933 ( 15 U.S.C. § 77r(b)(1) ), if the secretary of state finds that there is a failure to comply with a notice or fee requirement of this section, the secretary of state may issue a stop order suspending the offer and sale of a federal covered security in this state. If the deficiency is corrected, the stop order is void as of the time of its issuance and no penalty may be imposed by the secretary of state.
Wyo. Stat. § 17-21-407 — WY Code / Title 17 / Chapter 21 / Section 17-21-407
§ 17-21-407. Continuation of partnership beyond definite term or particular undertaking
Status: in_force

(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.

(b) A continuation of the business by the partners or those of them who habitually acted in the business during the term or undertaking, without any settlement or liquidation of the partnership business, is prima facie evidence of an agreement that the business will not be wound up.
Wyo. Stat. § 17-21-906 — WY Code / Title 17 / Chapter 21 / Section 17-21-906
§ 17-21-906. Statement of merger
Status: in_force

(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.

(b) A statement of merger shall contain:

(i) The name of each partnership or limited partnership that is a party to the merger;

(ii) The name of the surviving entity into which the other partnerships or limited partnership were merged;

(iii) The street address of the surviving entity's chief executive office and of an office in this state, if any; and

(iv) Whether the surviving entity is a partnership or limited partnership.

(c) Except as provided in subsection (d) of this section and for purposes of W.S. 17-21-302 , property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.

(d) For purposes of W.S. 17-21-302 , real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger with the appropriate county clerk.

(e) A filed and where appropriate, recorded statement of merger, executed and declared to be accurate pursuant to W.S. 17-21-105(c) , stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
Wyo. Stat. § 17-10-118 — WY Code / Title 17 / Chapter 10 / Section 17-10-118
§ 17-10-118. Liability of directors upon payment of dividends or appointment when corporation insolvent; exception
Status: in_force

If the directors of any corporation organized under this act shall declare and pay any dividend or apportionment of earnings or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.
Wyo. Stat. § 17-16-1008 — WY Code / Title 17 / Chapter 16 / Section 17-16-1008
§ 17-16-1008. Amendment pursuant to court-ordered reorganization
Status: in_force

(a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States.

(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

(i) The name of the corporation;

(ii) The text of each amendment approved by the court;

(iii) The date of the court's order or decree approving the articles of amendment;

(iv) The title of the reorganization proceeding in which the order or decree was entered; and

(v) A statement that the court had jurisdiction of the proceeding under federal statute.

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Wyo. Stat. § 17-21-1001 — WY Code / Title 17 / Chapter 21 / Section 17-21-1001
§ 17-21-1001. Uniformity of application and construction
Status: in_force

This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
Wyo. Stat. § 17-12-103 — WY Code / Title 17 / Chapter 12 / Section 17-12-103
§ 17-12-103. Proper condition of ditches
Status: in_force

Every ditch company organized under the provisions of this article shall be required to keep the banks of their ditch or ditches in good condition, so that the water shall not be allowed to escape from the same, to the injury of any mining claim, road, ditch or other property located and held prior to the location of such ditch; and whenever it is necessary to convey any ditch over, or across, or above any lode or mining claim, the company shall, if necessary to keep the water of said ditch out from any claim, flume the ditch so far as necessary to protect such claim or property from the water of said ditch; provided, that in all cases where the ditch has priority of right by location, the owners of such claim or property shall be compelled to protect themselves from any damages that might be created by said ditch, and the owner of such claim shall be liable for any damages resulting to said ditch by reason of the works or operations performed on such claim or property.
Wyo. Stat. § 17-14-702 — WY Code / Title 17 / Chapter 14 / Section 17-14-702
§ 17-14-702. Withdrawal of general partner
Status: in_force

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.
Wyo. Stat. § 17-19-630 — WY Code / Title 17 / Chapter 19 / Section 17-19-630
§ 17-19-630. Derivative suits
Status: in_force

(a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:

(i) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or

(ii) Any director.

(b) In any proceeding under this section, each complainant shall be a member or director at the time of bringing the proceeding.

(c) A complaint in a proceeding brought in the right of a corporation shall be verified and allege with particularity the demand made, if any, to obtain action by the directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.

(d) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.

(e) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise or settlement of an action or claim, the court may award the complainants reasonable expenses, including counsel fees.

(f) The complainants shall notify the secretary of state within ten (10) days after commencing any proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation. The secretary of state shall then notify the attorney general.
Wyo. Stat. § 17-25-104 — WY Code / Title 17 / Chapter 25 / Section 17-25-104
§ 17-25-104. Formation
Status: in_force

Any person may form a close limited liability company which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the close limited liability company need not be a member of the company.