Wyo. Stat. § 17-10-105 — WY Code / Title 17 / Chapter 10 / Section 17-10-105
§ 17-10-105. Certificate of incorporation; execution and contents
Status: repealed

(a) The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts:

(i) The name of the cooperative;

(ii) The purpose of the cooperative;

(iii)(A) If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members;

(B) If organized with capital stock, the amount of such stock, the number of shares into which the capital stock is divided, and the par value of each share shall be given.

(iv) The period of duration for the cooperative, if the duration is not to be perpetual;

(v) The number of directors, not less than five (5) and the names of those who shall manage the concerns of the corporation for the first corporate year;

(vi) The name of the town or post office and the county where the principal office or place of business of the corporation shall be located;

(vii) Any further provisions, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.
Wyo. Stat. § 17-10-205 — WY Code / Title 17 / Chapter 10 / Section 17-10-205
§ 17-10-205. Organizational purpose
Status: in_force

A cooperative may be formed and organized on a cooperative plan as provided under this article to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative.
Wyo. Stat. § 17-21-405 — WY Code / Title 17 / Chapter 21 / Section 17-21-405
§ 17-21-405. Partner's liability to partnership
Status: in_force

A partner is liable to the partnership for a breach of the partnership agreement or for the violation of any duty to the partnership causing harm to the partnership.
Wyo. Stat. § 17-29-202 — WY Code / Title 17 / Chapter 29 / Section 17-29-202
§ 17-29-202. Amendment or restatement of articles of organization
Status: in_force

(a) Articles of organization may be amended or restated at any time. Articles of organization shall be amended when:

(i) There is a change in the name of the limited liability company;

(ii) There is a false or erroneous statement in the articles of organization.

(b) To amend its articles of organization, a limited liability company must deliver to the secretary of state for filing an amendment stating:

(i) The name of the company;

(ii) The date of filing of its articles of organization; and

(iii) The changes the amendment makes to the articles as most recently amended or restated.

(c) To restate its articles of organization, a limited liability company shall deliver to the secretary of state for filing a restatement, designated as such in its heading, stating:

(i) In the heading or an introductory paragraph, the company's present name and the date of the filing of the company's initial articles of organization; and

(ii) The changes the restatement makes to the articles as most recently amended or restated.

(d) Subject to W.S. 17-29-112(c) and 17-29-205(c) , an amendment to or restatement of articles of organization is effective when delivered for filing with the secretary of state.

(e) If a member of a member-managed limited liability company, or a manager of a manager-managed limited liability company, knows that any information in filed articles of organization was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member or manager shall promptly:

(i) Cause the articles to be amended; or

(ii) If appropriate, deliver to the secretary of state for filing a statement of correction under W.S. 17-28-102 or a statement of correction under W.S. 17-29-206 .
Wyo. Stat. § 17-20-1301 — WY Code / Title 17 / Chapter 20 / Section 17-20-1301
§ 17-20-1301. Patronage capital contributions, allocations and refunds; deposits and advance payments
Status: in_force

(a) Cooperative utilities organized under this act may make distributions to members in the form of patronage capital contributions, allocations and refunds. The bylaws shall provide for patronage capital contributions, allocations and refunds. Refunds may be made only at the discretion of the board of directors.

(b) Any patronage capital that has been retired, returned, refunded or tendered to a member of a cooperative that has remained unclaimed by the person appearing on the records of the cooperative entitled thereto for more than two (2) years, shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed patronage capital shall be used by the cooperative for the benefit of the general membership of the cooperative.

(c) Notwithstanding W.S. 34-24-109 and any other provision of law, any deposit or advance payment that has been refunded, including any interest thereon, that has not been claimed by the member appearing on the records of the cooperative for more than five (5) years and for which the cooperative has made good faith efforts to deliver to the member shall be determined to be unclaimed. Notwithstanding any other provision of law, including provisions pertaining to unclaimed property, unclaimed refunds for deposits or advance payments shall be used by the cooperative utility for the benefit of the general membership of the cooperative. The right of an owner to unclaimed refunds for deposits or advance payments held by a cooperative utility is extinguished when the unclaimed refunds are used by the cooperative utility for the benefit of its general membership in accordance with this subsection. Nothing in this subsection precludes a cooperative utility from refunding subsequently claimed funds at the cooperative utility's discretion.
Wyo. Stat. § 17-19-701 — WY Code / Title 17 / Chapter 19 / Section 17-19-701
§ 17-19-701. Annual and regular meetings
Status: in_force

(a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(c) Annual and regular membership meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual and regular meetings shall be held at the corporation's principal office.

(d) At the annual meeting:

(i) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(ii) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b) .

(e) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of W.S. 17-19-705 and 17-19-723(b) .

(f) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Wyo. Stat. § 17-10-207 — WY Code / Title 17 / Chapter 10 / Section 17-10-207
§ 17-10-207. Cooperative name
Status: reserved

(a) The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity, authorized or registered to do business in this state or a name the right to which is, at the time of organization, reserved or provided for by law.

(b) The cooperative name shall be reserved for the cooperative during its existence.
Wyo. Stat. § 17-16-1401 — WY Code / Title 17 / Chapter 16 / Section 17-16-1401
§ 17-16-1401. Dissolution by incorporators or initial directors
Status: in_force

(a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:

(i) The name of the corporation;

(ii) The date of its incorporation;

(iii) Either:

(A) That none of the corporation's shares has been issued; or

(B) That the corporation has not commenced business.

(iv) That no debt of the corporation remains unpaid;

(v) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and

(vi) That a majority of the incorporators or initial directors authorized the dissolution.
Wyo. Stat. § 17-16-1001 — WY Code / Title 17 / Chapter 16 / Section 17-16-1001
§ 17-16-1001. Authority to amend
Status: in_force

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the articles of incorporation.

(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement or purpose, or duration of the corporation.
Wyo. Stat. § 17-19-850 — WY Code / Title 17 / Chapter 19 / Section 17-19-850
§ 17-19-850. Subarticle definitions
Status: in_force

(a) As used in this subarticle:

(i) “Corporation” includes any domestic or foreign predecessor entity of a corporation in a merger, consolidation or other transaction in which the predecessor's existence ceased upon consummation of the transaction;

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

(iii) “Expenses” include counsel fees;

(iv) “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 actually incurred with respect to a proceeding;

(v) “Official capacity” means: (1) when used with respect to a director, the office of director in a corporation; and (2) when used with respect to an individual other than a director, as contemplated in W.S. 17-19-856 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. “Official capacity” does not include service for any other foreign or domestic business or nonprofit corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise;

(vi) “Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding;

(vii) “Proceeding” means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative and whether formal or informal.
Wyo. Stat. § 17-31-106 — WY Code / Title 17 / Chapter 31 / Section 17-31-106
§ 17-31-106. Articles of organization
Status: in_force

(a) The articles of organization of a decentralized autonomous organization shall include a statement that the organization is a decentralized autonomous organization, pursuant to W.S. 17-31-104 , and shall set forth the matters required by W.S. 17-29-201 .

(b) In addition to the requirements of subsection (a) of this section the articles of organization shall include a publicly available identifier of any smart contract directly used to manage, facilitate or operate the decentralized autonomous organization.

(c) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized autonomous organization shall govern all of the following:

(i) Relations among the members and between the members and the decentralized autonomous organization;

(ii) Rights and duties under this chapter of a person in their capacity as a member;

(iii) Activities of the decentralized autonomous organization and the conduct of those activities;

(iv) Means and conditions for amending the operating agreement;

(v) Rights and voting rights of members;

(vi) Transferability of membership interests;

(vii) Withdrawal of membership;

(viii) Distributions to members prior to dissolution;

(ix) Amendment of the articles of organization;

(x) Procedures for updating, modifying or otherwise revising the organization's smart contracts;

(xi) Dispute resolution;

(xii) All other aspects of the decentralized autonomous organization.
Wyo. Stat. § 17-16-102 — WY Code / Title 17 / Chapter 16 / Section 17-16-102
§ 17-16-102. Reservation of power to amend or repeal; applicability
Status: in_force

(a) The legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.

(b) The Financial Technology Sandbox Act shall apply to this act.
Wyo. Stat. § 17-16-843 — WY Code / Title 17 / Chapter 16 / Section 17-16-843
§ 17-16-843. Resignation and removal of officers
Status: in_force

(a) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or appointing officer accepts the future effective time, the board or appointing officer may fill the pending vacancy before the effective time if the board or appointing officer provides that the successor does not take office until the effective time.

(b) An officer may be removed at any time with or without cause by:

(i) The board of directors;

(ii) The officer who appointed such officer, unless the bylaws or the board of directors provide otherwise; or

(iii) Any other officer if authorized by the bylaws or the board of directors.

(c) In this section, “ appointing officer ” means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
Wyo. Stat. § 17-14-205 — WY Code / Title 17 / Chapter 14 / Section 17-14-205
§ 17-14-205. Specified office and agent
Status: in_force

(a) Each limited partnership shall continuously maintain in this state:

(i) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and

(ii) A registered agent for service of process on the limited partnership as provided in W.S. 17-28-101 through 17-28-111 .

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited partnerships.
Wyo. Stat. § 17-19-613 — WY Code / Title 17 / Chapter 19 / Section 17-19-613
§ 17-19-613. Member's liability for dues, assessments and fees
Status: in_force

A member may become liable to the corporation for dues, assessments or fees as a condition for remaining a member. An article, bylaw or corporate resolution authorizing dues, assessments or fees is not, by itself, sufficient to impose liability without the consent or acquiescence of the member.
Wyo. Stat. § 17-19-206 — WY Code / Title 17 / Chapter 19 / Section 17-19-206
§ 17-19-206. Bylaws
Status: in_force

(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

(c) If bylaws are not adopted:

(i) An annual meeting shall be held within three (3) months after the close of the corporation's fiscal year;

(ii) The required officers shall be the president, the secretary and the treasurer; and

(iii) Bylaws may be adopted at any director or member meeting.
Wyo. Stat. § 17-14-1003 — WY Code / Title 17 / Chapter 14 / Section 17-14-1003
§ 17-14-1003. Issuance of registration
Status: in_force

(a) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:

(i) Endorse on the application the word “Filed”, and the month, day and year of the filing thereof;

(ii) File in his office a duplicate original of the application; and

(iii) Issue a certificate of registration to transact business in this state.

(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
Wyo. Stat. § 17-31-102 — WY Code / Title 17 / Chapter 31 / Section 17-31-102
§ 17-31-102. Definitions
Status: repealed

(a) As used in this chapter:

(i) “Blockchain” means as defined in W.S. 34-29-106(g)(i) ;

(ii) “ Decentralized autonomous organization ” means a limited liability company organized under this chapter;

(iii) “Digital asset” means as defined in W.S. 34-29-101(a)(i) ;

(iv) Repealed by Laws 2022, ch. 36, § 2, eff. March 9, 2022.

(v) “ Majority of the members ” means more than fifty percent (50%) of the membership interests eligible to participate in a vote or any membership interests required pursuant to the decentralized autonomous organization's articles of organization or operating agreement. A person dissociated as a member as set forth in W.S. 17-29-602 shall not be included for the purposes of calculating the majority of the members;

(vi) “ Membership interest ” means a member's ownership right in a decentralized autonomous organization, which may be determined by the organization's articles of organization or operating agreement or ascertainable from a blockchain on which the organization relies to determine a member's ownership right. A membership interest may also be characterized as either a digital security or a digital consumer asset as defined in W.S. 34-29-101 , if designated as such in the organization's articles of organization or operating agreement;

(vii) “ Open blockchain ” means a blockchain as defined in W.S. 34-29-106(g)(i) that is publicly accessible and its ledger of transactions is transparent;

(viii) Repealed by Laws 2022, ch. 36, § 2, eff. March 9, 2022.

(ix) “ Smart contract ” means an automated transaction, as defined in W.S. 40-21-102(a)(ii) , or any substantially similar analogue, or code, script or programming language relying on a blockchain which may include taking custody of and transferring an asset, administrating membership interest votes with respect to a decentralized autonomous organization or issuing executable instructions for these actions, based on the occurrence or nonoccurrence of specified conditions;

(x) “ Publicly available identifier ” means an address that is available publicly and that identifies a smart contract and may include a uniform resource locator, contract address or other similar reference.
Wyo. Stat. § 17-23-106 — WY Code / Title 17 / Chapter 23 / Section 17-23-106
§ 17-23-106. Legal proceedings
Status: in_force

(a) A statutory trust may sue and be sued in its own name, and service of process upon any one (1) of the trustees or upon the registered agent shall be sufficient. A statutory trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of the trustees, in the performance of their respective duties under the governing instrument of the statutory trust, and for any damages to persons or property resulting from the negligence of the trustees or agents acting in the performance of their respective duties. The property of a statutory trust shall be subject to attachment and execution pursuant to the Wyoming Code of Civil Procedure, as if it were a corporation.

(b) Notwithstanding the provisions of subsection (a) of this section, in the event that the governing instrument of a statutory trust which is a registered investment company under the Investment Company Act of 1940, as amended, creates one (1) or more series as provided in W.S. 17-23-108(b)(ii) , the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the statutory trust generally if:

(i) Separate and distinct records are maintained for the series;

(ii) The assets associated with the series are held and accounted for separately from the other assets of the statutory trust, or any other series of that trust; and

(iii) The governing instrument so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the certificate of trust of the statutory trust.

(c) A trustee of a statutory trust may be served with process in the manner prescribed in subsection (d) of this section in all civil actions or proceedings brought in this state involving or relating to the activities of the statutory trust or a violation by a trustee of a duty to the statutory trust, or any beneficial owner, whether or not the trustee is a trustee at the time suit is commenced. Every resident or nonresident of the state who accepts election or appointment or serves as a trustee of a statutory trust shall, by the acceptance or service, have consented to the appointment of the registered agent of the statutory trust required by W.S. 17-23-109 as that person's agent upon whom service of process may be made as provided in this section. Any process served in accordance with this section shall be of the same legal force and validity as if served upon the trustee within the state and the appointment of the registered agent shall be irrevocable.

(d) Service of process shall be effected by serving a Wyoming trustee or registered agent of the statutory trust required by W.S. 17-23-109 , with one (1) copy of the process in the manner provided by law for service of process.

(e) In the governing instrument or other writing, a trustee may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of, or the exclusivity of arbitration in, this state, and to be served with legal process in the manner prescribed in the governing instrument or other writing.

(f) Nothing in this section limits or affects the right to serve process in any other manner provided by law. This section is an extension of and not a limitation upon the right otherwise existing of service of legal process upon nonresidents.

(g) A partnership, limited partnership, corporation, limited liability company or other nonnatural person formed or organized under the laws of any foreign country or other foreign jurisdiction or the laws of any state other than the state of Wyoming shall not be deemed to be doing business in the state solely by reason of its being a trustee of a statutory trust.
Wyo. Stat. § 17-14-401 — WY Code / Title 17 / Chapter 14 / Section 17-14-401
§ 17-14-401. Admission of limited partners
Status: repealed

(a) A person becomes a limited partner:

(i) At the time the limited partnership is formed; or

(ii) At any later time specified in the records of the limited partnership for becoming a limited partner.

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

(c) After the limited partnership is formed, a person may be admitted as an additional limited partner:

(i) In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and

(ii) In the case of an assignee of a partnership interest of a partner who has the power, as provided in W.S. 17-14-804 , to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
Wyo. Stat. § 17-30-703 — WY Code / Title 17 / Chapter 30 / Section 17-30-703
§ 17-30-703. Annual report for secretary of state
Status: in_force

(a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the first day of the month of formation. The annual report shall contain the address of the principal office of the statutory foundation or the foreign foundation.

(b) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting statutory foundation or foreign foundation in writing and return the annual report for correction.

(c) Every statutory foundation formed under the laws of this state and every foreign foundation registered in this state shall preserve annual reports at its principal office for three (3) years after submission to the secretary of state.
Wyo. Stat. § 17-14-403 — WY Code / Title 17 / Chapter 14 / Section 17-14-403
§ 17-14-403. Liability to third parties
Status: in_force

(a) Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership with actual knowledge of his participation in control.

(b) A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section solely by doing one (1) or more of the following:

(i) Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;

(ii) Consulting with and advising a general partner with respect to the business of the limited partnership;

(iii) Acting as surety for the limited partnership or guaranteeing or assuming one (1) or more specific obligations of the limited partnership;

(iv) Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;

(v) Requesting or attending a meeting of partners;

(vi) Proposing, approving or disapproving, by voting or otherwise, one (1) or more of the following matters:

(A) The dissolution and winding up of the limited partnership;

(B) The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;

(C) The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;

(D) A change in the nature of the business;

(E) The admission or removal of a general partner;

(F) The admission or removal of a limited partner;

(G) A transaction involving an actual or potential conflict of interest between a general partner and the limited partners;

(H) An amendment to the partnership agreement or certificate of limited partnership; or

(J) Matters related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.

(vii) Winding up the limited partnership pursuant to W.S. 17-14-903 ; or

(viii) Exercising any right or power permitted to limited partners under this act and not specifically enumerated in this subsection.

(c) The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.

(d) A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by W.S. 17-14-203(a)(ii)(A) , is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.
Wyo. Stat. § 17-17-142 — WY Code / Title 17 / Chapter 17 / Section 17-17-142
§ 17-17-142. Extraordinary relief; share purchase
Status: in_force

(a) If the court finds that the ordinary relief described in W.S. 17-17-141(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under W.S. 17-17-143 unless the corporation or one (1) or more of its shareholders purchases all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this section.

(b) If the court orders a share purchase, it shall:

(i) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;

(ii) Specify the terms of the purchase, including if appropriate terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;

(iii) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;

(iv) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and

(v) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under W.S. 17-17-143 .

(c) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.

(d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
Wyo. Stat. § 17-19-820 — WY Code / Title 17 / Chapter 19 / Section 17-19-820
§ 17-19-820. Regular and special meetings
Status: in_force

(a) If the time and place of a directors' meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(b) A board of directors may hold regular or special meetings in or out of this state.

(c) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
Wyo. Stat. § 17-4-406 — WY Code / Title 17 / Chapter 4 / Section 17-4-406
§ 17-4-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative
Status: in_force

(a) A person shall register as a broker-dealer, agent, investment adviser, or investment adviser representative by filing an application and a consent to service of process complying with W.S. 17-4-611 , and paying the fee specified in W.S. 17-4-410 and any reasonable fees charged by the designee of the secretary of state for processing the filing. The application must contain:

(i) The information or record required for the filing of a uniform application; and

(ii) Upon request by the secretary of state, any other financial or other information or record that the secretary of state determines is appropriate.

(b) If the information or record contained in an application filed under subsection (a) of this section is or becomes inaccurate or incomplete in a material respect, the registrant shall promptly file a correcting amendment.

(c) If an order is not in effect and a proceeding is not pending under W.S. 17-4-412 , registration becomes effective at noon on the forty-fifth day after a completed application is filed, unless the registration is denied. A rule adopted or order issued under this act may set an earlier effective date or may defer the effective date until noon on the forty-fifth day after the filing of any amendment completing the application.

(d) A registration is effective until midnight on December 31 of the year for which the application for registration is filed. Unless an order is in effect under W.S. 17-4-412 , a registration may be automatically renewed each year by filing such records as are required by rule adopted or order issued under this act, by paying the fee specified in W.S. 17-4-410 , and by paying costs charged by the designee of the secretary of state for processing the filings.

(e) A rule adopted or order issued under this act may impose such other conditions, not inconsistent with the National Securities Markets Improvement Act of 1996. An order issued under this act may waive, in whole or in part, specific requirements in connection with registration as are in the public interest and for the protection of investors.
Wyo. Stat. § 17-4-607 — WY Code / Title 17 / Chapter 4 / Section 17-4-607
§ 17-4-607. Public records; confidentiality
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, records obtained by the secretary of state or filed under this act, including a record contained in or filed with a registration statement, application, notice filing, or report, are public records and are available for public examination.

(b) The following records are not public records and are not available for public examination under subsection (a) of this section:

(i) A record obtained by the secretary of state in connection with an audit or inspection under W.S. 17-4-411(d) or an investigation under W.S. 17-4-602 ;

(ii) A part of a record filed in connection with a registration statement under W.S. 17-4-301 and 17-4-303 through 17-4-305 or a record under W.S. 17-4-411(d) that contains trade secrets or confidential information if the person filing the registration statement or report has asserted a claim of confidentiality or privilege that is authorized by law;

(iii) A record that is not required to be provided to the secretary of state or filed under this act and is provided to the secretary of state only on the condition that the record will not be subject to public examination or disclosure;

(iv) A nonpublic record received from a person specified in W.S. 17-4-608(a) ; and

(v) Any social security number, residential address unless used as a business address, and residential telephone number unless used as a business telephone number, contained in a record that is filed; and

(vi) A record obtained by the secretary of state through a designee of the secretary of state that a rule or order under this act determines has been:

(A) Expunged from the secretary of state's records by the designee; or

(B) Determined to be nonpublic or nondisclosable by that designee if the secretary of state finds the determination to be in the public interest and for the protection of investors.

(c) If disclosure is for the purpose of a civil, administrative, or criminal investigation, action, or proceeding or to a person specified in W.S. 17-4-608(a) , the secretary of state may disclose a record obtained in connection with an audit or inspection under W.S. 17-4-411(d) or a record obtained in connection with an investigation under W.S. 17-4-602 .
Wyo. Stat. § 17-7-301 — WY Code / Title 17 / Chapter 7 / Section 17-7-301
§ 17-7-301. Short title
Status: in_force

This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.
Wyo. Stat. § 17-14-1103 — WY Code / Title 17 / Chapter 14 / Section 17-14-1103
§ 17-14-1103. Pleading
Status: in_force

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
Wyo. Stat. § 17-16-726 — WY Code / Title 17 / Chapter 16 / Section 17-16-726
§ 17-16-726. Action by single and multiple voting groups
Status: in_force

(a) If the articles of incorporation or this act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in W.S. 17-16-725 .

(b) If the articles of incorporation or this act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in W.S. 17-16-725 . Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Wyo. Stat. § 17-16-742 — WY Code / Title 17 / Chapter 16 / Section 17-16-742
§ 17-16-742. Demand
Status: in_force

(a) No shareholder may commence a derivative proceeding until:

(i) A written demand has been made upon the corporation to take suitable action; and

(ii) Ninety (90) days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.
Wyo. Stat. § 17-4-509 — WY Code / Title 17 / Chapter 4 / Section 17-4-509
§ 17-4-509. Civil Liability
Status: in_force

(a) Enforcement of civil liability under this section is subject to the Securities Litigation Uniform Standards Act of 1998.

(b) A person is liable to the purchaser if the person sells a security in violation of W.S. 17-4-301 or, by means of an untrue statement of a material fact or an omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the purchaser not knowing the untruth or omission and the seller not sustaining the burden of proof that the seller did not know and, in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:

(i) The purchaser may maintain an action to recover the consideration paid for the security, less the amount of any income received on the security, and interest at six percent (6%) per year from the date of the purchase, costs, and reasonable attorneys' fees determined by the court, upon the tender of the security, or for actual damages as provided in paragraph (iii) of this subsection;

(ii) The tender referred to in paragraph (i) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of ownership of the security and willingness to exchange the security for the amount specified. A purchaser that no longer owns the security may recover actual damages as provided in paragraph (iii) of this subsection;

(iii) Actual damages in an action arising under this subsection are the amount that would be recoverable upon a tender less the value of the security when the purchaser disposed of it, and interest at six percent (6%) per year from the date of the purchase, costs and reasonable attorneys' fees determined by the court.

(c) A person is liable to the seller if the person buys a security by means of an untrue statement of a material fact or omission to state a material fact necessary in order to make the statement made, in light of the circumstances under which it is made, not misleading, the seller not knowing of the untruth or omission, and the purchaser not sustaining the burden of proof that the purchaser did not know, and in the exercise of reasonable care, could not have known of the untruth or omission. An action under this subsection is governed by the following:

(i) The seller may maintain an action to recover the security, and any income received on the security, costs, and reasonable attorneys' fees determined by the court, upon the tender of the purchase price, or for actual damages as provided in paragraph (iii) of this subsection;

(ii) The tender referred to in paragraph (i) of this subsection may be made any time before entry of judgment. Tender requires only notice in a record of the present ability to pay the amount tendered and willingness to take delivery of the security for the amount specified. If the purchaser no longer owns the security, the seller may recover actual damages as provided in paragraph (iii) of this subsection;

(iii) Actual damages in an action arising under this subsection are the difference between the price at which the security was sold and the value the security would have had at the time of the sale in the absence of the purchaser's conduct causing liability, and interest at six percent (6%) per year from the date of the sale of the security, costs, and reasonable attorneys' fees determined by the court.

(d) A person acting as a broker-dealer or agent that sells or buys a security in violation of W.S. 17-4-401(a) , 17-4-402(a) , or 17-4-506 is liable to the customer. The customer, if a purchaser, may maintain an action for recovery of actual damages as specified in paragraphs (b)(i) through (iii) of this section, or, if a seller, for a remedy as specified in paragraphs (c)(i) through (iii) of this section.

(e) A person acting as an investment adviser or investment adviser representative that provides investment advice for compensation in violation of W.S. 17-4-403(a) , 17-4-404(a) , or 17-4-506 is liable to the client. The client may maintain an action to recover the consideration paid for the advice, interest at the rate of six percent (6%) per year from the date of payment, costs, and reasonable attorneys' fees determined by the court.

(f) A person that receives directly or indirectly any consideration for providing investment advice to another person and that employs a device, scheme, or artifice to defraud the other person or engages in an act, practice, or course of business that operates or would operate as a fraud or deceit on the other person, is liable to the other person. An action under this subsection is governed by the following:

(i) The person defrauded may maintain an action to recover the consideration paid for the advice and the amount of any actual damages caused by the fraudulent conduct, interest at six percent (6%) per year from the date of the fraudulent conduct, costs, and reasonable attorneys' fees determined by the court, less the amount of any income received as a result of the fraudulent conduct;

(ii) This subsection does not apply to a broker-dealer or its agents if the investment advice provided is solely incidental to transacting business as a broker-dealer and no special compensation is received for the investment advice.

(g) The following persons are liable jointly and severally with and to the same extent as persons liable under subsections (b) through (f) of this section:

(i) A person that directly or indirectly controls a person liable under subsections (b) through (f) of this section, unless the controlling person sustains the burden of proof that the person did not know, and in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(ii) An individual who is a managing partner, executive officer, or director of a person liable under subsections (b) through (f) of this section, including an individual having a similar status or performing similar functions, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist;

(iii) An individual who is an employee of or associated with a person liable under subsections (b) through (f) of this section and who materially aids the conduct giving rise to the liability, unless the individual sustains the burden of proof that the individual did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which the liability is alleged to exist; and

(iv) A person that is a broker-dealer, agent, investment adviser, or investment adviser representative that materially aids the conduct giving rise to the liability under subsections (b) through (f) of this section, unless the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care could not have known, of the existence of conduct by reason of which liability is alleged to exist.

(h) A person liable under this section has a right of contribution as in cases of contract against any other person liable under this section for the same conduct.

(j) A cause of action under this section survives the death of an individual who might have been a plaintiff or defendant.

(k) A person may not obtain relief:

(i) Under subsection (b) of this section for violation of W.S. 17-4-301 , or under subsection (d) or (e) of this section, unless the action is instituted within one (1) year after the violation occurred; or

(ii) Under subsection (b) of this section, other than for violation of W.S. 17-4-301 , or under subsection (c) or (f) of this section, unless the action is instituted within the earlier of two (2) years after discovery of the facts constituting the violation or five (5) years after the violation.

(m) A person that has made, or has engaged in the performance of, a contract in violation of this act or a rule adopted or order issued under this act, or that has acquired a purported right under the contract with knowledge of conduct by reason of which its making or performance was in violation of this act, may not base an action on the contract.

(n) A condition, stipulation, or provision binding a person purchasing or selling a security or receiving investment advice to waive compliance with this act or a rule adopted or order issued under this act is void.

(o) The rights and remedies provided by this act are in addition to any other rights or remedies that may exist, but this act does not create a cause of action not specified in this section or W.S. 17-4-411(e) .
Wyo. Stat. § 17-19-1432 — WY Code / Title 17 / Chapter 19 / Section 17-19-1432
§ 17-19-1432. Receivership or custodianship
Status: in_force

(a) A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the 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 business or nonprofit 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:

(A) May 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; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and

(B) May sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Wyoming district 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 members 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 members, 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 the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
Wyo. Stat. § 17-16-809 — WY Code / Title 17 / Chapter 16 / Section 17-16-809
§ 17-16-809. Removal of directors by judicial proceeding
Status: in_force

(a) The district court of the county where a corporation's principal office, or if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:

(i) The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and

(ii) Considering the director's course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.

(b) A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of W.S. 17-16-740 through 17-16-747 excluding W.S. 17-16-741(a)(i) .

(c) The court in addition to removing a director may bar the director from reelection for a period prescribed by the court.

(d) Nothing in this section limits the equitable powers of the court to order other relief including, but not limited to, an award of expenses.
Wyo. Stat. § 17-16-1005 — WY Code / Title 17 / Chapter 16 / Section 17-16-1005
§ 17-16-1005. Amendment by board of directors
Status: in_force

(a) Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt amendments to the corporation's articles of incorporation without shareholder approval:

(i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(ii) To delete the names and addresses of the initial directors;

(iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(iv) If the corporation has only one (1) class of shares outstanding:

(A) To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or

(B) To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend.

(v) To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;

(vi) To reflect a reduction in authorized shares, as a result of the operation of W.S. 17-16-631(b) , when the corporation has acquired its own shares and the articles of incorporation prohibit the reissue of the acquired shares;

(vii) To delete a class of shares from the articles of incorporation, as a result of the operation of W.S. 17-16-631(b) , when there are no remaining shares of the class because the corporation has acquired all shares of the class and the articles of incorporation prohibit the reissue of the acquired shares; or

(viii) To make any change expressly permitted by W.S. 17-16-602(a) or (b) to be made without shareholder approval.
Wyo. Stat. § 17-18-204 — WY Code / Title 17 / Chapter 18 / Section 17-18-204
§ 17-18-204. Limitations of the bondholder protection provisions
Status: in_force

(a) Nothing in the bondholder protection provisions shall be construed or applied to abridge or prohibit any contract, covenant or restriction made between any corporation and its bondholders, or any holder of any other debt instrument provided the contract, covenant or restriction would be lawful in the absence of W.S. 17-18-201 through 17-18-206 . Unless specifically prohibited by prior contract any eligible corporation may extend to the holders of any bond or debt instrument described in W.S. 17-18-201(a) the opportunity to receive any bondholder protection provisions. If a corporation represents to potential purchasers of bonds in any prospectus or other written advice to potential purchasers that it has extended or intends to extend any bondholder protection provisions, it shall also state in the same document that the protections may be revoked as provided by W.S. 17-18-201 through 17-18-206 .

(b) Protections under W.S. 17-18-201 through 17-18-206 shall be extended uniformly to all holders of the same class of bond or debt instrument but need not be extended uniformly to all classes of bonds or debt instruments.
Wyo. Stat. § 17-21-801 — WY Code / Title 17 / Chapter 21 / Section 17-21-801
§ 17-21-801. Events causing dissolution and winding up of partnership business
Status: in_force

(a) A partnership is dissolved and its business shall be wound up only upon:

(i) Except as provided in W.S. 17-21-802 , receipt by a partnership at will of notice from a partner, other than a partner who is dissociated under W.S. 17-21-601(a)(ii) through (x) , of that partner's express will to withdraw as a partner or upon any later date specified in the notice;

(ii) In a partnership for a definite term or particular undertaking:

(A) Except as provided in W.S. 17-21-802 , within ninety (90) days after a partner's wrongful dissociation under W.S. 17-21-602 or a partner's dissociation by death or otherwise under W.S. 17-21-601(a)(vi) through (x) , receipt by the partnership of notice from another partner of that partner's express will to withdraw as a partner;

(B) The express will of all the partners; or

(C) The expiration of the term or the completion of the undertaking unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the expiration or completion does not result in the dissolution and winding up of the partnership business.

(iii) An event agreed to in the partnership agreement resulting in the winding up of the partnership business, unless all the partners agree to continue the business, in which case the partnership agreement is deemed amended retroactively to provide that the event does not result in the dissolution and winding up of the partnership business;

(iv) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but any cure of illegality within ninety (90) days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

(v) On application by a partner, a judicial decree that:

(A) The economic purpose of the partnership is likely to be unreasonably frustrated;

(B) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; or

(C) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.

(vi) On application by a transferee of a partner's transferable interest, a judicial decree that it is equitable to wind up the partnership business:

(A) If the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer, after the expiration of the term or completion of the undertaking; or

(B) If the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer, at any time.
Wyo. Stat. § 17-19-141 — WY Code / Title 17 / Chapter 19 / Section 17-19-141
§ 17-19-141. Notice
Status: in_force

(a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances.

(b) Notice may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television or other form of public broadcast communication.

(c) Oral notice is effective when communicated if communicated in a comprehensible manner.

(d) Written notice, if in a comprehensible form, is effective at the earliest of the following:

(i) When received;

(ii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed;

(iii) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee;

(iv) Thirty (30) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered or certified postage affixed.

(e) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members.

(f) A written notice or report delivered as part of a newsletter, magazine or other publication regularly sent to members shall constitute a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or in the case of members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one (1) of such members, at the address appearing on the current list of members.

(g) Written notice is correctly addressed to a domestic or foreign corporation (authorized to transact business in this state), other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(h) If W.S. 17-19-705(b) or any other provision of this act prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.
Wyo. Stat. § 17-16-859 — WY Code / Title 17 / Chapter 16 / Section 17-16-859
§ 17-16-859. Exclusivity of subarticle
Status: in_force

A corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this subarticle.
Wyo. Stat. § 17-16-1602 — WY Code / Title 17 / Chapter 16 / Section 17-16-1602
§ 17-16-1602. Inspection of records by shareholders
Status: in_force

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in W.S. 17-16-1601(e) if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b) A shareholder who has been of record for at least six (6) months immediately preceding his demand and who shall be the holder of record of at least five percent (5%) of all the outstanding shares of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:

(i) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under W.S. 17-16-1602(a) ;

(ii) Accounting records of the corporation; and

(iii) The record of shareholders.

(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:

(i) The shareholder's demand is made in good faith and for a proper purpose;

(ii) The shareholder describes with reasonable particularity his purpose and the records he desires to inspect; and

(iii) The records are directly connected with the shareholder's purpose.

(d) The right of inspection granted by this section may not be abolished or limited, but may be expanded, by a corporation's articles of incorporation or bylaws.

(e) This section does not affect:

(i) The right of a shareholder to inspect records under W.S. 17-16-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(ii) The power of a court, independently of this act, to compel the production of corporate records for examination.

(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Wyo. Stat. § 17-21-701 — WY Code / Title 17 / Chapter 21 / Section 17-21-701
§ 17-21-701. Purchase of dissociated partner's interest
Status: in_force

(a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801 , the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to subsection (b) of this section.

(b) The buyout price of a dissociated partner's interest is the amount that would have been distributable to the dissociating partner under W.S. 17-21-808(b) if, on the date of dissociation, the assets of the partnership were sold at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner and the partnership were wound up as of that date. In either case, the sale price of the partnership assets shall be determined on the basis of the amount that would be paid by a willing buyer to a willing seller, neither being under any compulsion to buy or sell, and with knowledge of all relevant facts. Interest shall be paid from the date of dissociation to the date of payment.

(c) Damages for wrongful dissociation under W.S. 17-21-602(b) and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

(d) A partnership shall indemnify a dissociated partner against all partnership liabilities incurred before the dissociation, except liabilities then unknown to the partnership, and against all partnership liabilities incurred after the dissociation, except liabilities incurred by an act of the dissociated partner under W.S. 17-21-702 . For purposes of this subsection, a liability not known to a partner other than the dissociated partner is not known to the partnership.

(e) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty (120) days after a written demand for payment, the partnership shall pay or cause to be paid in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (c) of this section.

(f) If a deferred payment is authorized under subsection (h) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (c) of this section, stating the time of payment, the amount and type of security for payment and the other terms and conditions of the obligation.

(g) The payment or tender required by subsection (e) or (f) of this section shall be accompanied by the following:

(i) A statement of partnership assets and liabilities as of the date of dissociation;

(ii) The latest available partnership balance sheet and income statement, if any;

(iii) An explanation of how the estimated amount of the payment was calculated; and

(iv) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty (120) days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (c) of this section or other terms of the purchase obligation.

(h) A partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.

(j) A dissociated partner may maintain an action against the partnership pursuant to W.S. 17-21-406(b)(ii)(B) , to determine the buyout price of that partner's interest, any offsets under subsection (c) of this section or other terms of the purchase obligation. The action shall be commenced within one hundred twenty (120) days after the partnership has tendered payment or an offer to pay or within one (1) year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner's interest, any offset due under subsection (c) of this section and accrued interest, and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (h) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorney's fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against any other party, if the court finds that the other party acted arbitrarily, vexatiously or not in good faith, including the partnership's failure to tender payment or an offer to pay or to comply with the requirements of subsection (g) of this section.
Wyo. Stat. § 17-16-401 — WY Code / Title 17 / Chapter 16 / Section 17-16-401
§ 17-16-401. Corporate name
Status: repealed

(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17-16-301 and its articles of incorporation.

(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall not be the same as, or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from the name of any profit or nonprofit corporation, trade name, limited liability company, statutory trust company, statutory foundation, limited partnership or other business entity organized, continued or domesticated under the laws of this state or licensed or registered as a foreign profit or nonprofit corporation, foreign limited partnership, foreign joint stock company, foreign statutory trust company, foreign foundation, foreign limited liability company or other foreign business entity in this state or any fictitious or reserved name.

(c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b) of this section. The secretary of state shall authorize use of the name applied for if:

(i) The other person whose name is not distinguishable from the name which the applicant desires to register or reserve, irrevocably consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; or

(ii) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:

(i) Has merged with the other corporation; or

(ii) Has been formed by reorganization of the other corporation; or

(iii) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation; or

(iv) Repealed by Laws 1996, ch. 80, § 3.

(v) Where the other corporation is affiliated with the proposed user corporation and has consented in writing to the use of the name by the proposed user corporation, and the written consent also sets forth a description of a proposed merger, consolidation, dissolution, amendment to articles of incorporation or other intended corporate action which establishes to the reasonable satisfaction of the secretary of state that the coexistence of two (2) corporations using the same name will not continue for more than one hundred twenty (120) days.

(e) This act does not control the use of fictitious names.

(f) A name is distinguishable from other names, on the records of the secretary of state, if it contains one (1) or more different letters or numerals, or if it has a different sequence of letters or numerals from the other names on the secretary of state's records. Differences which are not distinguishable are:

(i) The words or abbreviations of the words “corporation,” “company,” “incorporated,” “limited partnership,” “L.P.,” “limited,” “ltd.,” “limited liability company,” “limited company,” “L.C.” or “L.L.C.”;

(ii) The presence or absence of the words or symbols of the words “the,” “and” or “a”;

(iii) Differences in punctuation and special characters;

(iv) Differences in capitalization; or

(v) Differences between singular and plural forms of words.

(g) The secretary of state has the power and authority reasonably necessary to interpret and efficiently administer this section and to perform the duties imposed by this section.
Wyo. Stat. § 17-8-109 — WY Code / Title 17 / Chapter 8 / Section 17-8-109
§ 17-8-109. Corporations; purposes for which such corporations may be formed
Status: in_force

Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.
Wyo. Stat. § 17-29-502 — WY Code / Title 17 / Chapter 29 / Section 17-29-502
§ 17-29-502. Transfer of transferable interest
Status: in_force

(a) A transfer, in whole or in part, of a transferable interest:

(i) Is permissible;

(ii) Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and

(iii) Subject to W.S. 17-29-504 , does not entitle the transferee to:

(A) Participate in the management or conduct of the company's activities; or

(B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities.

(b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

(c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

(d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.

(e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.

(f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.

(g) Except as otherwise provided in W.S. 17-29-602(a)(iv)(B) , when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.

(h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under W.S. 17-29-403 and 17-29-406(c) known to the transferee when the transferee becomes a member.
Wyo. Stat. § 17-16-140 — WY Code / Title 17 / Chapter 16 / Section 17-16-140
§ 17-16-140. Definitions
Status: in_force

(a) In this act:

(i) “ Articles of incorporation ” means the original articles of incorporation, all amendments thereof and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision of this act. If an amendment of the articles or any other document filed under this act restates the articles in their entirety thenceforth the articles shall not include any prior documents;

(ii) “ Authorized shares ” means the shares of all classes a domestic or foreign corporation is authorized to issue;

(iii) “ Conspicuous ” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;

(iv) “ Corporation ” or “ domestic corporation ” means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this act;

(v) “ Deliver ” or “ delivery ” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission;

(vi) “ Distribution ” means a direct or indirect transfer of money or other property, except the corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(vii) “ Domestic unincorporated entity ” means an unincorporated entity whose internal affairs are governed by the laws of this state;

(viii) “Effective date of notice” is defined in W.S. 17-16-141 ;

(ix) “ Electronic transmission ” or “ transmitted electronically ” means any process of communication that does not directly involve the physical transfer of paper, including a process of communication that uses one (1) or more distributed or other electronic networks or databases, and that is suitable for the retention, retrieval and reproduction of information by the recipient;

(x) “ Eligible entity ” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;

(xi) “ Eligible interests ” means interests;

(xii) “ Employee ” includes an officer but not a director. A director may accept duties that make him also an employee;

(xiii) “ Entity ” includes domestic corporation and foreign corporation, domestic nonprofit corporation and foreign nonprofit corporation, domestic and foreign profit and not-for-profit unincorporated association, business trust, statutory trust, estate, partnership, trust, or two (2) or more persons having a joint or common economic interest, and state, United States or foreign government;

(xiv) “ Expenses ” means reasonable expenses of any kind that are incurred in connection with a matter, including but not limited to attorney and expert witness fees;

(xv) “ Foreign corporation ” means a corporation for profit incorporated under a law other than the law of this state;

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

(xvii) “Includes” denotes a partial definition;

(xviii) “ Individual ” means a natural person and includes the estate of an incompetent or deceased individual;

(xix) “ Interest ” means either or both of the following rights under the organic law of an unincorporated entity:

(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(B) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.

(xx) “ Interest holder ” means a person who holds of record an interest;

(xxi) “Means” denotes an exhaustive definition;

(xxii) “ Net assets ” means the amount by which the total assets of a corporation exceed the total debts of the corporation;

(xxiii) “Notice” is defined in W.S. 17-16-141 ;

(xxiv) “ Organic document ” means a public organic document or a private organic document;

(xxv) “ Organic law ” means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity;

(xxvi) “ Owner liability ” means personal liability for a debt, obligation or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:

(A) Solely by reason of the person's status as a shareholder or interest holder; or

(B) By the articles of incorporation, bylaws or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws or an organic document to make one (1) or more specified shareholders or interest holders liable in their capacity as shareholders or interest holders for all or specified debts, obligations or liabilities of the entity.

(xxvii) “ Person ” includes an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private;

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

(xxix) “ Private organic document ” means any document other than the public organic document, if any, that determines the internal governance of an unincorporated entity. Where a private organic document has been amended or restated, the term means the private organic document as last amended or restated;

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

(xxxi) “ Public corporation ” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national securities association;

(xxxii) “ Public organic document ” means the document, if any, that is filed of public record to create an unincorporated entity. Where a public organic document has been amended or restated, the term means the public organic document as last amended or restated;

(xxxiii) “Qualified director” is defined in W.S. 17-16-143 ;

(xxxiv) “ Record date ” means the date established under article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this act. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed;

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

(xxxvi) “ Secretary ” means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17-16-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;

(xxxvii) “ Shareholder ” means the person in whose name shares are registered in the records of a corporation, the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation or the owner of a private key that is uniquely associated with a data address that facilitates or records the sending and receiving of shares;

(xxxviii) “ Shares ” means the units into which the proprietary interests in a corporation are divided;

(xxxix) “ Sign ” or “ signature ” includes any manual, facsimile, conformed or electronic signature or a network signature;

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

(xli) “ Subscriber ” means a person who subscribes for shares in a corporation, whether before or after incorporation;

(xlii) “ Unincorporated entity ” means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States or a foreign government. The term includes, but is not limited to, a general partnership, limited liability company, limited partnership, limited liability limited partnership, registered limited liability partnership, business trust, statutory trust, cooperative, joint stock association, joint venture and unincorporated nonprofit association;

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

(xliv) “ Voting group ” means all shares of one (1) or more classes or series that under the articles of incorporation or this act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this act to vote generally on the matter are for that purpose a single voting group;

(xlv) “ Voting power ” means the current power to vote in the election of directors;

(xlvi) “ Identity ” means the name of a shareholder or the data address for which the shareholder has knowledge or possession of the private key uniquely associated with the data address;

(xlvii) “ Data address ” means the string of alphanumeric characters on one (1) or more distributed or other electronic networks or databases that may only be accessed by knowledge or possession of a private key in order to facilitate or record transactions on the distributed or other electronic network or database;

(xlviii) “ Network signature ” means a string of alphanumeric characters that, when broadcast by a person to the data address's corresponding distributed or other electronic network or database, provides reasonable assurances to a recipient that the broadcasting person has knowledge or possession of the private key uniquely associated with the data address;

(xlix) “ Record of shareholders ” means one (1) or more records administered by or on behalf of a corporation that records the identity of all the corporation's shareholders and the number and class of shares held by each shareholder in accordance with W.S. 17-16-1601 . “Record of shareholders” includes a record of all issuances and transfers of shares of a corporation at the discretion of the corporation;

(l) “This act” means W.S. 17-16-101 through 17-16-1810 .
Wyo. Stat. § 17-30-601 — WY Code / Title 17 / Chapter 30 / Section 17-30-601
§ 17-30-601. Beneficiaries
Status: in_force

(a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries.

(b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundation shall not have the right to, or interest in, property of the statutory foundation unless such right or interest arises by express terms stated in the operating agreement of the statutory foundation.
Wyo. Stat. § 17-11-115 — WY Code / Title 17 / Chapter 11 / Section 17-11-115
§ 17-11-115. Perpetual existence
Status: in_force

The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116 .
Wyo. Stat. § 17-19-730 — WY Code / Title 17 / Chapter 19 / Section 17-19-730
§ 17-19-730. Voting agreements
Status: in_force

(a) Two (2) or more members may provide for the manner in which they will vote by signing an agreement for that purpose. Agreements under this section may be valid for a period of up to ten (10) years. For public benefit corporations such agreements shall have a reasonable purpose not inconsistent with the corporation's public or charitable purposes.

(b) A voting agreement created under this section is specifically enforceable.
Wyo. Stat. § 17-19-1031 — WY Code / Title 17 / Chapter 19 / Section 17-19-1031
§ 17-19-1031. Amendment terminating members or redeeming or canceling memberships
Status: in_force

(a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of memberships shall meet the requirements of the act and this section.

(b) Before adopting a resolution proposing such an amendment, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.

(c) After adopting a resolution proposing such an amendment, the notice to members proposing the amendment shall include one (1) statement of up to five hundred (500) words opposing the proposed amendment if such statement is submitted by any five (5) members or members having three percent (3%) or more of the voting power, whichever is less, not later than twenty (20) days after the board has voted to submit the amendment to the members for their approval. In public benefit corporations the production and mailing costs shall be paid by the requesting members. In mutual benefit corporations the production and mailing costs shall be paid by the corporation.

(d) Any such amendment shall be approved by the members by two-thirds (2/3) of the votes cast by each class.

(e) The provisions of W.S. 17-19-621 shall not apply to any amendment meeting the requirements of the act and this section.
Wyo. Stat. § 17-12-101 — WY Code / Title 17 / Chapter 12 / Section 17-12-101
§ 17-12-101. Certificate of ditch company
Status: in_force

Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a ditch or ditches for the purpose of conveying water to any mines, mills or lands to be used for mining, milling or irrigating of lands, they shall in their certificate, in addition to the matters required in the first section of this article, specify as follows: the stream or streams from which the water is to be taken out; the line of said ditch or ditches, as near as may be, and the use to which said water is intended to be applied.
Wyo. Stat. § 17-18-108 — WY Code / Title 17 / Chapter 18 / Section 17-18-108
§ 17-18-108. Waiting period after offer; no purchase or payment in violation of order
Status: in_force

No stock shall be contracted for, purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the secretary of state.
Wyo. Stat. § 17-10-211 — WY Code / Title 17 / Chapter 10 / Section 17-10-211
§ 17-10-211. Existence
Status: in_force

(a) The existence of a cooperative shall begin when the articles are filed with the secretary of state.

(b) A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.
Wyo. Stat. § 17-21-301 — WY Code / Title 17 / Chapter 21 / Section 17-21-301
§ 17-21-301. Partner agent of partnership
Status: in_force

(a) Subject to the effect of a statement of partnership authority pursuant to W.S. 17-21-303 :

(i) Each partner is an agent of the partnership for the purpose of its business. Any act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the usual way the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner has no authority to act for the partnership in the particular matter and the person with whom the partner is dealing knows or has received a notice that the partner lacks authority;

(ii) An act of a partner which is not apparently for carrying on in the usual way the partnership business or business of the kind carried on by the partnership does not bind the partnership unless authorized by the other partners.
Wyo. Stat. § 17-19-1507 — WY Code / Title 17 / Chapter 19 / Section 17-19-1507
§ 17-19-1507. 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. § 17-17-117 — WY Code / Title 17 / Chapter 17 / Section 17-17-117
§ 17-17-117. Court costs and other expenses
Status: in_force

(a) The court in a proceeding commenced under W.S. 17-17-116 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (b) of this section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.

(b) The court may assess all or a portion of the total costs of the proceeding:

(i) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, or otherwise not in good faith; or

(ii) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last sale offer made before commencement of the proceeding and that the offer was arbitrary, or otherwise not made in good faith.
Wyo. Stat. § 17-28-106 — WY Code / Title 17 / Chapter 28 / Section 17-28-106
§ 17-28-106. Registration requirements
Status: in_force

(a) A commercial registered agent shall obtain a registration by filing an application with the secretary of state. The application shall be executed and sworn under penalty of perjury and contain information the secretary of state requires by rule including:

(i) The legal name of the applicant;

(ii) The applicant's physical street address of its registered office in this state where service may be made. A separate mailing address may be included in addition to the physical street address;

(iii) Whether the applicant, or in the case of a corporation or other business entity its officers or directors, members, partners or persons serving in a similar capacity, has ever been convicted of a felony;

(iv) The name, address and phone number of the person who has authority to act on behalf of the commercial registered agent;

(v) A statement that the applicant is eighteen (18) years or older if the applicant is a natural person;

(vi) The name, physical street address, phone number and normal business hours of the registered office where the natural person with whom the agent has an agency agreement for purposes of receiving service of process, if applicable may be served;

(vii) The applicant's email address where service may be made by the secretary of state;

(viii) Other information the secretary of state deems appropriate in the registration and identification of registered agents.

(b) Every applicant for registration shall pay a filing fee as set by rule adopted pursuant to this chapter. The fee, other than the late filing fee provided in subsection (c) of this section, shall be designed to recover the cost of administering the provisions of this chapter relating to registered agents. If an application is withdrawn or denied, the secretary of state shall retain the entire fee.

(c) Registration of a commercial registered agent shall be valid for the calendar year of registration and shall expire December 31 of each year subject to the following:

(i) Renewal of registration shall be made by paying the annual registration fee by November 30 of each calendar year;

(ii) Any person acting as a commercial registered agent who renews the registration between December 1 and December 31 shall pay an additional late registration fee equal to the annual filing fee;

(iii) Any person who acts as a commercial registered agent after the expiration of his registration on December 31 of each year and willfully or by neglect fails to renew such registration as provided in this subsection shall be acting in violation of this act. Renewal of a commercial agent registration after December 31 shall be accompanied by a late renewal fee of five hundred dollars ($500.00) plus an administrative fee which reflects the reasonable costs incurred by the secretary of state for notification of the entities, represented by the commercial registered agent, classified as delinquent awaiting administrative dissolution, revocation or forfeiture of its authority to transact business as provided in W.S. 17-28-103(f) ;

(iv) All fees shall be paid in full prior to any reregistration as a commercial registered agent.

(d) The secretary of state may publish or cause a listing of registrants to be disseminated to interested persons under such rules as the secretary of state prescribes.
Wyo. Stat. § 17-19-1002 — WY Code / Title 17 / Chapter 19 / Section 17-19-1002
§ 17-19-1002. Amendment by directors
Status: in_force

(a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval:

(i) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(ii) To delete the names and addresses of the initial directors;

(iii) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;

(iv) To change the corporate name by substituting the word “corporation,” “incorporated,” “company,” “limited,” or the abbreviation “corp.,” “inc.,” “co.,” or “ltd.,” for a similar word or abbreviation in the name, or by adding, deleting or changing a geographical attribution to the name; or

(v) To make any other change expressly permitted by this act to be made by director action.

(b) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's articles subject to any approval required pursuant to W.S. 17-19-1030 . The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with W.S. 17-19-822(c) . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted.
Wyo. Stat. § 17-29-303 — WY Code / Title 17 / Chapter 29 / Section 17-29-303
§ 17-29-303. Statement of denial
Status: in_force

(a) A person named in a filed statement of authority granting that person authority may deliver to the secretary of state for filing a statement of denial that:

(i) Provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and

(ii) Denies the grant of authority.
Wyo. Stat. § 17-30-101 — WY Code / Title 17 / Chapter 30 / Section 17-30-101
§ 17-30-101. Short title
Status: in_force

This chapter may be cited as the “Wyoming Statutory Foundation Act”.
Wyo. Stat. § 17-22-112 — WY Code / Title 17 / Chapter 22 / Section 17-22-112
§ 17-22-112. Venue
Status: in_force

For purposes of venue, a nonprofit association is a resident of a county in which it has an office.
Wyo. Stat. § 17-19-207 — WY Code / Title 17 / Chapter 19 / Section 17-19-207
§ 17-19-207. Emergency bylaws and powers
Status: in_force

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

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

(ii) Quorum requirements for the meeting; and

(iii) Designation of additional or substitute directors.

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

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

(i) Binds the corporation; and

(ii) Shall not be used to impose liability on a corporate director, officer, employee or agent unless the action violates standards otherwise set forth in this act.

(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
Wyo. Stat. § 17-19-708 — WY Code / Title 17 / Chapter 19 / Section 17-19-708
§ 17-19-708. Action by written ballot
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, any action that may be taken at any annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(b) A written ballot shall:

(i) Set forth each proposed action; and

(ii) Provide an opportunity to vote for or against each proposed action.

(c) Approval by written ballot pursuant to this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(d) All solicitations for votes by written ballot shall:

(i) Indicate the number of responses needed to meet the quorum requirements;

(ii) State the percentage of approvals necessary to approve each matter other than election of directors; and

(iii) Specify the time by which a ballot shall be received by the corporation in order to be counted.

(e) Except as otherwise provided in the articles or bylaws, a written ballot shall not be revoked.
Wyo. Stat. § 17-20-729 — WY Code / Title 17 / Chapter 20 / Section 17-20-729
§ 17-20-729. Amendment of bylaws
Status: in_force

(a) Notwithstanding W.S. 17-19-1021(a)(i) and (ii) , a cooperative utility may amend its bylaws not inconsistent with its articles of incorporation by a two-thirds (2/3) vote of the board of directors after notice as required by this section.

(b) A cooperative utility shall provide notice of any meeting of the board of directors at which an amendment proposed under subsection (a) of this section is to be voted upon at least thirty (30) days before the meeting. The notice shall:

(i) State that a purpose of the meeting is to consider a proposed amendment to the bylaws;

(ii) Contain or be accompanied by a copy or summary of the amendment;

(iii) Be fair and reasonable. Fair and reasonable notice includes, but is not limited to, advertisement in a newspaper of general circulation within the cooperative utility's service area and direct mailings to members such as in a bill or other communication.
Wyo. Stat. § 17-10-215 — WY Code / Title 17 / Chapter 10 / Section 17-10-215
§ 17-10-215. Board governs cooperative
Status: in_force

A cooperative shall be governed by its board.
Wyo. Stat. § 17-21-1107 — WY Code / Title 17 / Chapter 21 / Section 17-21-1107
§ 17-21-1107. Reinstatement following lapse of registration
Status: in_force

(a) A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17-21-1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse. The application shall recite the name of the domestic registered limited liability partnership and the effective date of its lapse of registration.

(b) A domestic registered limited liability partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.

(c) If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic registered limited liability partnership.

(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the lapse of registration pursuant to W.S. 17-21-1101(f)(ii) and the domestic registered limited liability partnership resumes carrying on its business as if the lapse of registration had never occurred.

(e) The domestic registered limited liability partnership shall retain its registered name during the two (2) year reinstatement period.
Wyo. Stat. § 17-16-856 — WY Code / Title 17 / Chapter 16 / Section 17-16-856
§ 17-16-856. Indemnification of officers
Status: in_force

(a) A corporation may indemnify and advance expenses under this subarticle to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation:

(i) To the same extent as a director; and

(ii) If he is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract, except for:

(A) Liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or

(B) Liability arising out of conduct that constitutes:

(I) Receipt by the officer of a financial benefit to which he is not entitled;

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

(III) An intentional violation of criminal law.

(iii) A corporation may also indemnify and advance expenses to a current or former 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.

(b) The provisions of paragraph (a)(ii) of this section shall apply to an officer who is also a director if the basis on which he is made a party to the proceeding is an act or omission solely as an officer.

(c) An officer of a corporation who is not a director is entitled to mandatory indemnification under W.S. 17-16-852 , and may apply to a court under W.S. 17-16-854 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those provisions.
Wyo. Stat. § 17-16-1102 — WY Code / Title 17 / Chapter 16 / Section 17-16-1102
§ 17-16-1102. Merger
Status: in_force

(a) One (1) or more domestic business corporations may merge with one (1) or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two (2) or more foreign business corporations or domestic or foreign eligible entities may merge into a new domestic business corporation to be created in the merger in the manner provided in this chapter.

(b) A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the foreign business corporation or eligible entity. If Wyoming law does not otherwise provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this article and article 13 of this chapter. For the purposes of applying this article and article 13 of this chapter:

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

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

(c) The plan of merger shall include:

(i) The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger;

(ii) The terms and conditions of the merger;

(iii) The manner and basis of the disposition, if any, of the shares of each domestic or foreign business corporation and eligible interests of each domestic or foreign eligible entity;

(iv) The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents; and

(v) Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any party to the merger.

(d) The terms of the plan of merger may be made dependent on facts objectively ascertainable outside the plan.

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

(i) The disposition of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property, if any, to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger;

(ii) The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by W.S. 17-16-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity; or

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

(f) Property held in trust or for charitable purposes under the laws of this state by a domestic or foreign eligible entity shall not be diverted by a merger from the objects for which it was donated, granted or devised, unless and until the eligible entity obtains an order of the district court specifying the disposition of the property to the extent required by and pursuant to the laws of this state.
Wyo. Stat. § 17-16-203 — WY Code / Title 17 / Chapter 16 / Section 17-16-203
§ 17-16-203. Incorporation
Status: in_force

(a) Unless a delayed effective date is specified, the corporate existence becomes effective when the articles of incorporation are filed.

(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Wyo. Stat. § 17-23-112 — WY Code / Title 17 / Chapter 23 / Section 17-23-112
§ 17-23-112. Existence of statutory trust
Status: in_force

(a) Except to the extent otherwise provided in the governing instrument, the statutory trust shall have perpetual existence.

(b) Except to the extent otherwise provided in the governing instrument, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner shall not result in the termination or dissolution of a statutory trust.
Wyo. Stat. § 17-16-605 — WY Code / Title 17 / Chapter 16 / Section 17-16-605
§ 17-16-605. Construction of terms relating to stock and certificate tokens
Status: in_force

(a) As used in this title, any reference to:

(i) Share certificate, share, stock, share of stock or words of similar import shall be construed to include a certificate token;

(ii) A requirement to print information on a share certificate or words of similar import shall be construed to be satisfied if the information satisfies the requirements set forth in W.S. 17-16-625(g) ;

(iii) Certificated shares or words of similar import shall be construed to include shares represented by certificate tokens, and any reference to the delivery or deposit of these shares to the corporation shall be construed to refer to any method of granting control of the tokens to the corporation;

(iv) A certificate being duly endorsed or words of similar import shall be construed to mean that the transaction authorizing transfer of control of the certificate token was signed by the lawful holder of the token with the network signature corresponding to the lawful holder's data address to which the certificate token was issued or last lawfully transferred.
Wyo. Stat. § 17-16-707 — WY Code / Title 17 / Chapter 16 / Section 17-16-707
§ 17-16-707. Record date
Status: in_force

(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.

(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.

(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

(d) 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 continues in effect or it may fix a new record date.
Wyo. Stat. § 17-19-614 — WY Code / Title 17 / Chapter 19 / Section 17-19-614
§ 17-19-614. Creditor's action against member
Status: in_force

(a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless such proceeding would be useless.

(b) All creditors of the corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (a) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in such proceeding.
Wyo. Stat. § 17-29-704 — WY Code / Title 17 / Chapter 29 / Section 17-29-704
§ 17-29-704. Other claims against dissolved limited liability company
Status: in_force

(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.

(b) The notice authorized by subsection (a) of this section shall:

(i) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;

(ii) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and

(iii) State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice.

(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within three (3) years after the publication date of the notice, the claim of each of the following claimants is barred:

(i) A claimant that did not receive notice in a record under W.S. 17-29-703 ;

(ii) A claimant whose claim was timely sent to the company but not acted on; and

(iii) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.

(d) A claim not barred under this section or W.S. 17-29-703(c) may be enforced:

(i) Against a dissolved limited liability company, to the extent of its undistributed assets; and

(ii) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
Wyo. Stat. § 17-18-121 — WY Code / Title 17 / Chapter 18 / Section 17-18-121
§ 17-18-121. Action by less than a quorum
Status: in_force

(a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions:

(i) Ratify or reject the independent auditors selected by the board if the corporation's bylaws or articles of incorporation require approval of the auditors by a stockholder's meeting;

(ii) With the consent of the officer presiding at the meeting, receive or hear any reports on the affairs of the corporation that may be presented;

(iii) Within the constraints of the time allowed on the agenda, ask questions concerning the affairs of the corporation of any officer or board member present;

(iv) Adjourn or recess the meeting to allow time to assemble a quorum, but they may not adjourn or recess to a different city and the total of all the adjournments and recesses may not exceed two (2) business days without the consent of the board of directors;

(v) If a quorum is not present, may adjourn the meeting sine die, provided the motion to adjourn sine die shall not be in order until at least two (2) hours have passed since the time specified for the start of the meeting and the time at which the meeting was called to order.

(b) If an annual meeting of a qualified corporation is adjourned sine die without achieving a quorum, the requirement of W.S. 17-16-701 to hold an annual meeting is satisfied. The board of directors may call a second annual meeting to take the place of the one adjourned without a quorum, but the board is not obligated to do so unless required to do so by the bylaws or articles of incorporation.

(c) If a special meeting of a qualified corporation is adjourned sine die without achieving a quorum or without achieving the quorum necessary to do all or part of the business for which the meeting was required, the board of directors may call another special meeting, but is not obligated to do so unless required by the bylaws or articles of incorporation. The remedy of a stockholder aggrieved by a failure of the board to call another special meeting shall be to follow the procedures necessary for calling a new special meeting.

(d) If different quorums are required for different matters, the absence of a quorum on one (1) issue shall not affect the ability of the meeting to act on other issues where a quorum is present.
Wyo. Stat. § 17-16-1105 — WY Code / Title 17 / Chapter 16 / Section 17-16-1105
§ 17-16-1105. Merger between parent and subsidiary or between subsidiaries
Status: in_force

(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least eighty percent (80%) of the voting power of each class and series of the outstanding shares of a subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.

(b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten (10) days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

(c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of this article applicable to mergers generally.
Wyo. Stat. § 17-16-1422 — WY Code / Title 17 / Chapter 16 / Section 17-16-1422
§ 17-16-1422. Reinstatement following administrative dissolution
Status: reserved

(a) An officer or other person with proper authority at the time a corporation was administratively dissolved under W.S. 17-16-1421 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) Reserved;

(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. 17-16-1630 , include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed pursuant to W.S. 17-16-122 ; and

(v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a two hundred fifty dollar ($250.00) 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, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104 .

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

(d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.

(e) A person who files any document under this section without proper corporate authority to do so is in violation of W.S. 6-5-308 .
Wyo. Stat. § 17-19-1602 — WY Code / Title 17 / Chapter 19 / Section 17-19-1602
§ 17-19-1602. Inspection of records by members
Status: in_force

(a) Subject to subsection (e) of this section and W.S. 17-19-1603(c) , a member is entitled to inspect and copy, at a reasonable time and location specified by the corporation, any of the records of the corporation described in W.S. 17-19-1601(e) if the member gives the corporation written notice or a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.

(b) Subject to subsection (e) of this section, a member is entitled to inspect and copy, at a reasonable time and reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) of this section and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:

(i) Excerpts from any records required to be maintained under W.S. 17-19-1601(a) , to the extent not subject to inspection under W.S. 17-19-1602(a) ;

(ii) Accounting records of the corporation; and

(iii) Subject to W.S. 17-19-1605 , the membership list.

(c) A member may inspect and copy the records identified in subsection (b) of this section only if:

(i) The member's demand is made in good faith and for a proper purpose;

(ii) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(iii) The records are directly connected with this purpose.

(d) This section does not affect:

(i) The right of a member to inspect records under W.S. 17-19-720 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(ii) The power of a court, independently of this act, to compel the production of corporate records for examination.

(e) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.

(f) Nothing in this act pertaining to access to corporate records shall operate to violate the confidentiality of records, including patient files, personnel matters, disciplinary files, individual member files, client files, medical files or other files which are generally considered by law to be confidential or privileged.
Wyo. Stat. § 17-21-401 — WY Code / Title 17 / Chapter 21 / Section 17-21-401
§ 17-21-401. Partner's rights and duties
Status: in_force

(a) A partnership shall establish an account for each partner which shall be credited with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits. Each partner's account shall be charged with an amount equal to the cash plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses provided that the partner shall be personally liable on account of such charges only as provided in W.S. 17-21-807 and 17-21-808 .

(b) A partnership shall credit each partner's account with an equal share of the partnership profits and shall charge each partner with a share of the partnership losses, whether capital or operating, as provided in W.S. 17-21-808 , in proportion to the partner's share of the profits.

(c) A partnership shall indemnify each partner for payments reasonably made and liabilities reasonably incurred by the partner in the ordinary and proper conduct of the business of the partnership or for the preservation of its business or property, provided, however, that no other partner shall be required to make any payment to the partnership or any other partner, except as provided to the partnership or any other partner, except as provided in W.S. 17-21-807 and 17-21-808 , including any payments attributable all or in part to partnership liabilities for indemnification.

(d) A partnership shall repay a partner who, in aid of the partnership, makes a payment or advance beyond the amount of capital the partner agreed to contribute.

(e) A payment made by a partner which gives rise to a partnership obligation under subsection (c) or (d) of this section constitutes a loan to the partnership. Interest accrues from the date of the payment or advance.

(f) Each partner has equal rights in the management and conduct of the partnership business.

(g) A partner may use or possess partnership property only on behalf of the partnership.

(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.

(j) A person may become a partner only with the consent of all the partners.

(k) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

(m) This section does not affect the obligations of a partnership to other persons under W.S. 17-21-301 .
Wyo. Stat. § 17-12-105 — WY Code / Title 17 / Chapter 12 / Section 17-12-105
§ 17-12-105. Authority of ditch and water companies to issue bonds and mortgage property
Status: in_force

Every corporation organized under the laws of Wyoming for the purpose of constructing or operating a system of waterworks, within the corporate limits of any city or town, and every ditch and water company organized under the laws of Wyoming shall have power, and is hereby authorized to mortgage or execute deeds of trust in whole or in part, of their real and personal property and franchises, to secure money borrowed by them for the construction or operation of their waterworks, or ditches, and may also issue their corporate bonds, to make all of said bonds payable to bearer, or otherwise, negotiable by delivery and bearing interest at such rates, and may sell the same at such rates and prices as they may deem proper; and said bonds shall be made payable at such times, and the principal and interest thereof may be made payable within or without this state, at such place or places as may be determined upon by said company.
Wyo. Stat. § 17-28-107 — WY Code / Title 17 / Chapter 28 / Section 17-28-107
§ 17-28-107. Duties of the registered agent; duties of the entity
Status: in_force

(a) The registered agent shall:

(i) Maintain a physical address in accordance with W.S. 17-28-102(a)(ii) and as defined by the secretary of state by rule and maintain an email address as required by W.S. 17-28-101(e) ;

(ii) Accept service of process in accordance with W.S. 17-28-104(a) ;

(iii) Maintain the address of record to which all service of process is to be delivered for each entity represented;

(iv) Register as a commercial registered agent pursuant to W.S. 17-28-105 if applicable; and

(v) Maintain at the registered office, the following information for each domestic entity represented which shall be current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state and thereafter when the annual report is due for filing and shall be maintained in a format that can be reasonably produced on demand:

(A) Names and addresses of each entity's directors, officers, limited liability company managers, managing partners, trustees or persons serving in a similar capacity;

(B) The name, physical address and business telephone number of a natural person who is authorized to receive communications from the registered agent as specified in W.S. 17-28-104(d) ;

(C) A copy of the written contract or agreement creating an agency relationship between the registered agent and a natural person with respect to accepting service of process on behalf of each business entity represented by the registered agent.

(b) If the registered agent and the entity agree, the entity shall file with the secretary of state the information specified in paragraph (a)(iii) and subdivisions (a)(v)(A) and (B) of this section and the information specified in W.S. 17-28-104(d) . As verification of the agreement, the entity shall file with the secretary of state a consent form, as provided by that office, which acknowledges the entity's election under this subsection. If the information or form acknowledging the entity's election is filed with the secretary of state, then the registered agent has complied with the requirement to maintain such information under this section.
Wyo. Stat. § 17-30-302 — WY Code / Title 17 / Chapter 30 / Section 17-30-302
§ 17-30-302. Registered office and registered agent
Status: in_force

(a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111 , in this state.

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all statutory foundations.
Wyo. Stat. § 17-19-121 — WY Code / Title 17 / Chapter 19 / Section 17-19-121
§ 17-19-121. Forms
Status: in_force

(a) If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for:

(i) An application for a certificate of existence;

(ii) A foreign corporation's application for a certificate of authority to transact business in this state;

(iii) A foreign corporation's application for a certificate of withdrawal;

(iv) The annual report;

(v) A foreign corporation's application for a certificate of continuance; and

(vi) A foreign corporation's application for certificate of domestication.

(b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this act but their use is not mandatory.
Wyo. Stat. § 17-29-108 — WY Code / Title 17 / Chapter 29 / Section 17-29-108
§ 17-29-108. Name
Status: in_force

(a) The words “limited liability company,” or its abbreviations “LLC” or “L.L.C.,” “limited company,” or its abbreviations “LC” or “L.C.,” “Ltd. liability company,” “Ltd. liability co.” or “limited liability co.” shall be included in the name of every limited liability company formed under the provisions of this act except the name of a low profit limited liability company, as defined in W.S. 17-29-102(a)(ix) shall contain the abbreviations “L3C,” “l3c,” “low profit ltd. liability company,” “low profit ltd. liability co.” or “low profit limited liability co.”. In addition, the limited liability company name may not:

(i) Contain a word or phrase which indicates or implies that it is organized for a purpose other than one (1) or more of the purposes contained in its articles of organization;

(ii) Be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401 ;

(iii) Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement or the Nonprofit Corporation Act.

(b) Nothing in this article shall prohibit the use of a tradename in accordance with applicable law.
Wyo. Stat. § 17-19-1008 — WY Code / Title 17 / Chapter 19 / Section 17-19-1008
§ 17-19-1008. Effect of amendment
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by it by virtue of any trust upon which the property is held by the corporation or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
Wyo. Stat. § 17-14-802 — WY Code / Title 17 / Chapter 14 / Section 17-14-802
§ 17-14-802. Assignment of partnership interest
Status: in_force

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
Wyo. Stat. § 17-30-201 — WY Code / Title 17 / Chapter 30 / Section 17-30-201
§ 17-30-201. Nature, purpose and duration of statutory foundations
Status: repealed

(a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons.

(b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual duration.

(c) Except for those purposes provided in subsection (e) of this section, a statutory foundation may be created for any lawful purpose, whether the statutory foundation is for profit or for charitable purposes, as defined in W.S. 17-30-102(a)(v) .

(i), (ii) Repealed by Laws 2021, ch. 98, § 2, eff. April 5, 2021.

(d) In addition to those purposes provided in subsection (c) of this section, a statutory foundation may be organized for the purpose of holding or investing in other entities or assets, including those entities or assets that are the property of the statutory foundation.

(e) A statutory foundation may not be created to act as a financial institution or an insurer, as defined in W.S. 26-1-102(a)(xvi) .

(f) The purpose of a statutory foundation shall not be amended or restated unless the articles of formation expressly provide that the purpose of the statutory foundation “may be amended,” “may be restated” or include words of similar import or unless an amendment or restatement is required pursuant to a court order.
Wyo. Stat. § 17-29-903 — WY Code / Title 17 / Chapter 29 / Section 17-29-903
§ 17-29-903. Proper plaintiff
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.

(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
Wyo. Stat. § 17-14-601 — WY Code / Title 17 / Chapter 14 / Section 17-14-601
§ 17-14-601. Form of contribution
Status: in_force

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
Wyo. Stat. § 17-19-1104 — WY Code / Title 17 / Chapter 19 / Section 17-19-1104
§ 17-19-1104. Articles of merger
Status: in_force

(a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103 , by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:

(i) The plan of merger;

(ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(iii) If approval by members was required:

(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.

(iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1103(a)(iii) , a statement that the approval was obtained.
Wyo. Stat. § 17-16-1112 — WY Code / Title 17 / Chapter 16 / Section 17-16-1112
§ 17-16-1112. Articles of consolidation
Status: in_force

(a) Upon approval, articles of consolidation shall be delivered to the secretary of state for filing. The articles of consolidation shall set forth:

(i) The plan of consolidation;

(ii) As to each corporation the shareholders of which were required to vote on the plan, the number of shares outstanding, and, if the shares of any class are entitled to vote as a class, the designation and number of outstanding shares of each class;

(iii) As to each corporation the shareholders of which were required to vote on the plan, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the plan respectively.
Wyo. Stat. § 17-16-1535 — WY Code / Title 17 / Chapter 16 / Section 17-16-1535
§ 17-16-1535. Reinstatement following revocation of certificate of authority
Status: reserved

(a) An officer or other person with proper authority at the time a foreign corporation had its certificate of authority revoked under W.S. 17-16-1531 may apply to the secretary of state for reinstatement of its certificate of authority within two (2) years after the effective date of revocation. Reinstatement may be denied by the secretary of state if the corporation has been the subject of a 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 the revocation of its certificate of authority;

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

(iii) Reserved;

(iv) If the foreign corporation's certificate of authority was revoked for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630 , include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed pursuant to W.S. 17-16-122 ;

(v) If the foreign corporation's certificate of authority was revoked for failure to maintain a registered agent, include payment of a two hundred fifty dollar ($250.00) reinstatement fee and payment of any fees and taxes then delinquent; and

(vi) Include proof that the foreign corporation is currently in good standing in the state of formation.

(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, he shall cancel the certificate of revocation and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104 .

(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of the certificate of authority and the foreign corporation resumes carrying on its business as if the revocation had never occurred.

(d) The foreign corporation shall retain its registered corporate name during the two (2) year reinstatement period.

(e) If more than two (2) years has elapsed since the revocation of a foreign corporation's certificate of authority, the foreign corporation may reapply for a certificate of authority to transact business pursuant to W.S. 17-16-1503 . If the foreign corporation continues transacting business in Wyoming after the two (2) year period elapsed, the foreign corporation shall be subject to the penalty for transacting business without authority as set forth in W.S. 17-16-1502(d) .

(f) A person who files any document under this section without proper corporate authority to do so is in violation of W.S. 6-5-308 .
Wyo. Stat. § 17-29-1103 — WY Code / Title 17 / Chapter 29 / Section 17-29-1103
§ 17-29-1103. Application to existing domestic limited liability companies
Status: in_force

(a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing for organization of limited liability companies.

(b) For limited liability companies organized in Wyoming prior to the effective date of this chapter, the management provisions contained in former W.S. 17-15-116, the division of profits provisions contained in former W.S. 17-15-119, the distribution of assets upon dissolution provisions contained in former W.S. 17-15-126 and the stated term provisions contained in former W.S. 17-15-107(a)(ii) are continued for a period of four (4) years from the effective date of this chapter unless the limited liability company amends its articles of organization to provide otherwise.
Wyo. Stat. § 17-29-407 — WY Code / Title 17 / Chapter 29 / Section 17-29-407
§ 17-29-407. Management of limited liability company
Status: in_force

(a) A limited liability company is a member-managed limited liability company unless the articles of organization or the operating agreement:

(i) Expressly provides that:

(A) The company is or will be “manager-managed”;

(B) The company is or will be “managed by managers”; or

(C) Management of the company is or will be “vested in managers”; or

(ii) Includes words of similar import.

(b) In a member-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply:

(i) The management and conduct of the company are vested in the members;

(ii) Each member has equal rights in the management and conduct of the company's activities except:

(A) When a member's interest is otherwise defined in W.S. 17-29-102(a)(xxv) ;

(B) To the extent otherwise provided in any other provision in this chapter; or

(C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.

(iii) A difference arising among members as to a matter in the ordinary course of the activities of the company may be decided by a majority of the members;

(iv) An act outside the ordinary course of the activities of the company may be undertaken only with the consent of all members;

(v) The operating agreement may be amended only with the consent of all members.

(c) In a manager-managed limited liability company, unless the articles of organization or the operating agreement provide otherwise, the following rules apply:

(i) Except as otherwise expressly provided in this chapter, any matter relating to the activities of the company is decided exclusively by the managers;

(ii) Each manager has equal rights in the management and conduct of the activities of the company;

(iii) A difference arising among managers as to a matter in the ordinary course of the activities of the company may be decided by a majority of the managers;

(iv) The consent of all members is required to:

(A) Sell, lease, exchange or otherwise dispose of all, or substantially all, of the company's property, with or without the good will, outside the ordinary course of the company's activities;

(B) Approve a merger, conversion, continuance, transfer or domestication under article 10 of this chapter;

(C) Undertake any other act outside the ordinary course of the company's activities; and

(D) Amend the operating agreement.

(v) A manager may be chosen at any time by the consent of a majority of the members and remains a manager until a successor has been chosen, unless the manager at an earlier time resigns, is removed or dies, or, in the case of a manager that is not an individual, terminates. A manager may be removed at any time by the consent of a majority of the members without notice or cause;

(vi) A person need not be a member to be a manager, but the dissociation of a member that is also a manager removes the person as a manager. If a person that is both a manager and a member ceases to be a manager, that cessation does not by itself dissociate the person as a member;

(vii) A person's ceasing to be a manager does not discharge any debt, obligation or other liability to the limited liability company or members which the person incurred while a manager.

(d) An action requiring the consent of members under this article may be taken without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.

(e) The dissolution of a limited liability company does not affect the applicability of this section. However, a person that wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.

(f) This article does not entitle a member to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities of the company.
Wyo. Stat. § 17-19-853 — WY Code / Title 17 / Chapter 19 / Section 17-19-853
§ 17-19-853. Advance for expenses
Status: in_force

(a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(i) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if the director is not wholly successful; and

(ii) A determination is made that the facts then known to those making the determination would not preclude indemnification under this subarticle.

(b) The undertaking required by paragraph (a)(i) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
Wyo. Stat. § 17-19-854 — WY Code / Title 17 / Chapter 19 / Section 17-19-854
§ 17-19-854. Court-ordered indemnification
Status: in_force

Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines the director is entitled to mandatory indemnification under W.S. 17-19-852 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification.
Wyo. Stat. § 17-19-1604 — WY Code / Title 17 / Chapter 19 / Section 17-19-1604
§ 17-19-1604. Court-ordered inspection
Status: in_force

(a) If a corporation does not allow a member who complies with W.S. 17-19-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the district court in the county where the corporations' principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(b) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with W.S. 17-19-1602(b) and (c) may apply to the district court in the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(c) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
Wyo. Stat. § 17-14-503 — WY Code / Title 17 / Chapter 14 / Section 17-14-503
§ 17-14-503. General powers and liabilities
Status: in_force

(a) Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.

(b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a partner.

(c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner of a limited liability limited partnership. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the election by all the partners to become a limited liability limited partnership. For purposes of this section, the obligation of a limited partnership under contract is deemed to arise at the time the limited partnership entered into the contract.
Wyo. Stat. § 17-18-201 — WY Code / Title 17 / Chapter 18 / Section 17-18-201
§ 17-18-201. Protection provisions; applicability; defined
Status: in_force

(a) A qualified corporation may, if its articles of incorporation authorize it to utilize the bondholder protection provisions of this act, utilize any of the provisions set forth in subsection (b) of this section. These protections shall apply only to bonds, debentures or other debt instruments whose original aggregate value at maturity is equal to or greater than five million dollars ($5,000,000.00) and whose original term is two (2) years or greater. Any number of bondholder protection provisions may be in effect at any time.

(b) A qualified corporation may provide bondholder protection by requiring any or all of the following:

(i) Bondholder approval of the replacement of more than twenty-four percent (24%) of the directors in any twelve (12) month period. The filling of vacancies created by the death or resignation of directors shall not be counted against the twenty-four percent (24%) limit provided that those vacancies are filled by nominees of the board of directors. If more than twenty-four percent (24%) of the directors are to be replaced, the approval of holders of a majority of the bonds shall be obtained in writing at the meeting where the directors are to be replaced or no more than thirty (30) days prior to the meeting. The consent of the bondholders shall be obtained to exceeding the twenty-four percent (24%) limit rather than to the individual directors to be replaced. If consent is denied, which directors are to be replaced shall be determined by the relative number of votes for each director by shares entitled to vote;

(ii) Bondholder consent to any merger or acquisition which the corporation may be subject to or which the corporation may make, subject to the following:

(A) The notice of bondholder protection shall specify the size of merger or acquisition at or above which the bondholder consent is required. The size may vary depending on whether the company is the acquiring party or is being acquired. In a merger the relative memberships on the board of directors of the surviving corporation may be used to determine whether or not bondholder consent is required;

(B) The term acquisition shall be deemed to include the purchase of more than a specified percentage of the shares entitled to vote for directors by a person or combination of persons under common ownership or control or acting in concert. If a person or combination of persons acquires more than the specified percentage of shares, they shall be entitled to vote only the specified percentage until bondholder consent is acquired. The specified percentage shall be set in the notice of bondholder protection and shall not be less than ten percent (10%);

(C) The bondholder consent shall be to a specific merger or acquisition rather than the general concept of mergers and acquisitions.

(iii) Bondholder consent to the sale or disposal of certain assets, or assets exceeding a certain percentage of the corporation's total assets, or assets exceeding a set total value or any combination of these factors. The specifics of what requires bondholder consent shall be set forth in the notice of bondholder protection. Disposal of assets shall be construed to include the disposition of the assets to the shareholders either directly or through distribution of shares in a new or subsidiary corporation;

(iv) Bondholder consent to the acquisition of debt above a specified percentage of total assets, a specified percentage of the net worth of the corporation, a specific amount, or any combination of these factors. The consent may be required generally or may be required only if the debt is to be used to pay for a merger or acquisition or a distribution to shareholders. The notice of bondholder protection shall specify the conditions under which bondholder consent is required.
Wyo. Stat. § 17-10-245 — WY Code / Title 17 / Chapter 10 / Section 17-10-245
§ 17-10-245. Procedure in involuntary or court-supervised voluntary dissolution
Status: in_force

(a) In dissolution proceedings before a hearing can be completed the court may:

(i) Issue injunctions;

(ii) Appoint receivers with all powers and duties that the court directs;

(iii) Take actions required to preserve the cooperative's assets wherever located; and

(iv) Carry on the business of the cooperative.

(b) After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative's assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.

(c) The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:

(i) The costs and expenses of the proceedings, including attorneys' fees and disbursements;

(ii) Debts, taxes and assessments due the United States, this state and other states in that order;

(iii) Claims duly proved and allowed to employees under the provisions of the workers' compensation act except that claims under this clause may not be allowed if the cooperative has carried workers' compensation insurance, as provided by law, at the time the injury was sustained;

(iv) Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three (3) months preceding the appointment of the receiver, if any; and

(v) Other claims proved and allowed.

(d) After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.
Wyo. Stat. § 17-16-805 — WY Code / Title 17 / Chapter 16 / Section 17-16-805
§ 17-16-805. Terms of directors generally
Status: in_force

(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.

(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with W.S. 17-16-806 , at the applicable second or third, annual shareholders' meeting following their election except to the extent:

(i) Provided in W.S. 17-16-1022 if a bylaw electing to be governed by that section is in effect; or

(ii) A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.

(c) A decrease in the number of directors does not shorten an incumbent director's term.

(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.

(e) Despite the expiration of a director's term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.
Wyo. Stat. § 17-25-111 — WY Code / Title 17 / Chapter 25 / Section 17-25-111
§ 17-25-111. Transferability of interest
Status: in_force

All interests in a close limited liability company, including transferable interests, shall only be transferred as provided in the operating agreement. If the operating agreement does not so provide, no transfer of a close limited liability company interest, including a transferable interest, shall be made without the consent of all members of the company.
Wyo. Stat. § 17-22-102 — WY Code / Title 17 / Chapter 22 / Section 17-22-102
§ 17-22-102. Definitions
Status: in_force

(a) As used in this act:

(i) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association;

(ii) “Nonprofit association” means an unincorporated organization consisting of two (2) or more members joined by mutual consent for a common, nonprofit purpose. However, a joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share the use of the property for a nonprofit purpose;

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

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

(v) “This act” means W.S. 17-22-101 through 17-22-115 .
Wyo. Stat. § 17-4-507 — WY Code / Title 17 / Chapter 4 / Section 17-4-507
§ 17-4-507. Qualified immunity
Status: in_force

A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the secretary of state, or designee of the secretary of state, the securities and exchange commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement's truth or falsity.
Wyo. Stat. § 17-30-505 — WY Code / Title 17 / Chapter 30 / Section 17-30-505
§ 17-30-505. Liability of protector
Status: repealed

(a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.

(i), (ii) Repealed by Laws 2021, ch. 98, § 2, eff. April 5, 2021.

(b), (c) Repealed by Laws 2021, ch. 98, § 2, eff. April 5, 2021.
Wyo. Stat. § 17-14-208 — WY Code / Title 17 / Chapter 14 / Section 17-14-208
§ 17-14-208. Business transactions of partner with partnership
Status: in_force

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
Wyo. Stat. § 17-16-844 — WY Code / Title 17 / Chapter 16 / Section 17-16-844
§ 17-16-844. Contract rights of officers
Status: in_force

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

(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
Wyo. Stat. § 17-23-118 — WY Code / Title 17 / Chapter 23 / Section 17-23-118
§ 17-23-118. Effective time and date of document
Status: in_force

(a) Except as provided in subsection (b) of this section, a document accepted for filing is effective:

(i) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original document; 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, which shall be a date and time certain, 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 ninety (90) days after the date it is filed.
Wyo. Stat. § 17-16-1430 — WY Code / Title 17 / Chapter 16 / Section 17-16-1430
§ 17-16-1430. Grounds for judicial dissolution
Status: reserved

(a) The district court may dissolve a corporation:

(i) In a proceeding by the attorney general if it is established that:

(A) The corporation obtained its articles of incorporation through fraud; or

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

(ii) In a proceeding by a shareholder if it is established that:

(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;

(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(D) The corporate assets are being misapplied or wasted.

(iii) In a proceeding by a creditor if it is established that:

(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.

(iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;

(v) In a proceeding by a shareholder, if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.

(b) to (c) Reserved.
Wyo. Stat. § 17-14-502 — WY Code / Title 17 / Chapter 14 / Section 17-14-502
§ 17-14-502. Events of withdrawal
Status: in_force

(a) Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(i) The general partner withdraws from the limited partnership as provided in W.S. 17-14-702 ;

(ii) The general partner ceases to be a member of the limited partnership as provided in W.S. 17-14-802 ;

(iii) The general partner is removed as a general partner in accordance with the partnership agreement;

(iv) Unless otherwise provided in writing in the partnership agreement, the general partner:

(A) Makes an assignment for the benefit of creditors;

(B) Files a voluntary petition in bankruptcy;

(C) Is adjudicated as bankrupt or insolvent;

(D) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;

(E) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or

(F) Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.

(v) Unless otherwise provided in writing in the partnership agreement, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;

(vi) In the case of a general partner who is a natural person:

(A) His death; or

(B) The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate.

(vii) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(viii) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(ix) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or

(x) In the case of an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
Wyo. Stat. § 17-30-704 — WY Code / Title 17 / Chapter 30 / Section 17-30-704
§ 17-30-704. Fees; annual fee
Status: in_force

(a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations:

(i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred fifty dollars ($250.00);

(ii) Filing amended articles of formation, a fee of one hundred dollars ($100.00);

(iii) Filing the annual report required under W.S. 17-30-703 , due and payable on or before the date of the annual filing, a fee of one hundred dollars ($100.00);

(iv) A fee for other services provided by the secretary of state which is not established by this section, including other filings, service of process and copying, provided the fee shall not exceed the actual cost of the service.
Wyo. Stat. § 17-11-118 — WY Code / Title 17 / Chapter 11 / Section 17-11-118
§ 17-11-118. Exemption from securities registration
Status: in_force

Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701 .
Wyo. Stat. § 17-4-301 — WY Code / Title 17 / Chapter 4 / Section 17-4-301
§ 17-4-301. Securities registration requirement
Status: in_force

(a) It is unlawful for a person to offer or sell a security in this state unless:

(i) The security is a federal covered security;

(ii) The security, transaction, or offer is exempted from registration under W.S. 17-4-201 through 17-4-204 ; or

(iii) The security is registered under this act.
Wyo. Stat. § 17-16-1115 — WY Code / Title 17 / Chapter 16 / Section 17-16-1115
§ 17-16-1115. Conversion of corporation to limited liability company
Status: repealed

(a) A domestic corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.

(b) A foreign corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.

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

(d) After the conversion is approved by the shareholders, the limited liability company shall file articles of organization which satisfy the requirements of W.S. 17-29-201 and include:

(i) A statement that the corporation was converted to a limited liability company;

(ii) Its former name;

(iii) The state of formation and the date of organization; and

(iv) A statement of the number of votes cast by the shareholders for and against conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the articles of incorporation or bylaws.

(e) The conversion takes effect when the articles of organization are filed or at any later date specified in the articles.
Wyo. Stat. § 17-12-102 — WY Code / Title 17 / Chapter 12 / Section 17-12-102
§ 17-12-102. Right-of-way of ditch company; interference with prior ditch and water rights
Status: in_force

Any ditch company formed under the provisions of this article shall have the right-of-way over the lines named in the certificate, and shall also have the right to run the water of the stream or streams named in the certificate through their ditch or ditches; provided, that the lines proposed shall not interfere with any other ditch whose rights are prior to those acquired under this article and by virtue of said certificate. Nor shall the water of any stream be directed from its original channel to the detriment of any miners, mill men or others along the line of said stream, or who may have a priority of right, and there shall be at all times left sufficient water in said stream for the use of miners and agriculturists who may have a prior right to such water along said stream.
Wyo. Stat. § 17-25-110 — WY Code / Title 17 / Chapter 25 / Section 17-25-110
§ 17-25-110. Sharing of profits and losses; distributions
Status: in_force

(a) A close limited liability company may divide and allocate the profits and losses of its business among the members and transferees of the company upon the basis provided in the operating agreement. If the operating agreement does not so provide, profits and losses shall be allocated on the basis of the value of contributions to the company by each member and transferee to the extent they have been received by the company and have not been returned.

(b) Distributions by a close limited liability company before its dissolution and winding up may be made among the members and transferees of the company upon the basis provided in the operating agreement. If the operating agreement does not so provide, distributions shall be made on the basis of the value of contributions to the company by each member and transferee to the extent they have been received by the company and have not been returned.
Wyo. Stat. § 17-16-743 — WY Code / Title 17 / Chapter 16 / Section 17-16-743
§ 17-16-743. Stay of proceedings
Status: in_force

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.
Wyo. Stat. § 17-19-1030 — WY Code / Title 17 / Chapter 19 / Section 17-19-1030
§ 17-19-1030. Approval by third persons
Status: in_force

The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or persons.
Wyo. Stat. § 17-19-201 — WY Code / Title 17 / Chapter 19 / Section 17-19-201
§ 17-19-201. Incorporators
Status: in_force

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
Wyo. Stat. § 17-16-1532 — WY Code / Title 17 / Chapter 16 / Section 17-16-1532
§ 17-16-1532. Appeal from revocation
Status: in_force

(a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority pursuant to W.S. 16-3-114 , within thirty (30) days after service of the certificate of revocation is perfected under W.S. 17-28-104 . The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.

(b) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
Wyo. Stat. § 17-16-803 — WY Code / Title 17 / Chapter 16 / Section 17-16-803
§ 17-16-803. Number and election of directors
Status: in_force

(a) A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

(c) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless their terms are staggered under W.S. 17-16-806 .

(d) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
Wyo. Stat. § 17-19-160 — WY Code / Title 17 / Chapter 19 / Section 17-19-160
§ 17-19-160. Judicial relief
Status: in_force

(a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a director, officer, delegate, member or the attorney general, the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in this state, of the county where its registered office is located, may order that such a meeting be called or that a written ballot or other form of obtaining the vote of members, delegates or directors be authorized, in such a manner as the court finds fair and equitable under the circumstances.

(b) The court shall, in an order issued pursuant to this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held pursuant to the articles, bylaws and this act, whether or not the method results in actual notice to all such persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(c) The order issued pursuant to this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including any requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws or this act.

(d) Whenever practical any order issued pursuant to this section shall limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section; provided, however, that an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, consolidation or sale of assets.

(e) Any meeting or other method of obtaining the vote of members, delegates or directors conducted pursuant to an order issued under this section, and that complies with all the provisions of such order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws and this act.
Wyo. Stat. § 17-16-628 — WY Code / Title 17 / Chapter 16 / Section 17-16-628
§ 17-16-628. Expense of issue
Status: in_force

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
Wyo. Stat. § 17-10-218 — WY Code / Title 17 / Chapter 10 / Section 17-10-218
§ 17-10-218. Filling vacancies
Status: in_force

If a patron member director's position becomes vacant for a director that was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If the vacating director was not a patron member, the board shall appoint a patron member to fill the vacant position. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.
Wyo. Stat. § 17-20-722 — WY Code / Title 17 / Chapter 20 / Section 17-20-722
§ 17-20-722. Quorum requirements
Status: in_force

Except for member votes on mergers, consolidations, sale or disposition of assets, and dissolutions, ten percent (10%) of all members of the cooperative utility present in person or by proxy or one hundred (100) members present in person, whichever is fewer, shall constitute a quorum for the transaction of business at all meetings of the members. If less than a quorum is present at any meeting, a majority of those present in person shall adjourn the meeting, but may reschedule the meeting with further notice.
Wyo. Stat. § 17-16-127 — WY Code / Title 17 / Chapter 16 / Section 17-16-127
§ 17-16-127. Evidentiary effect of copy of filed document
Status: in_force

A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
Wyo. Stat. § 17-8-112 — WY Code / Title 17 / Chapter 8 / Section 17-8-112
§ 17-8-112. Corporations; creation and powers generally
Status: in_force

Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.
Wyo. Stat. § 17-16-1110 — WY Code / Title 17 / Chapter 16 / Section 17-16-1110
§ 17-16-1110. Consolidation
Status: in_force

(a) Any two (2) or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this act.

(b) The board of directors of each corporation shall, by a resolution adopted by each board, approve a plan of consolidation setting forth:

(i) The names of the corporations proposing to consolidate, and the name of the new corporation into which they proposed to consolidate, which is hereinafter designated as the new corporation;

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

(iii) The manner and basis of converting the shares of each corporation into shares or other securities or obligations of the new corporation or of any other corporation or, in whole or in part, into cash or other property;

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

(v) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
Wyo. Stat. § 17-21-807 — WY Code / Title 17 / Chapter 21 / Section 17-21-807
§ 17-21-807. Partner's liability to other partners after dissolution
Status: in_force

(a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii) , after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-805 for which the partner is personally liable under W.S. 17-21-306 .

(b) A partner who, with knowledge of the winding up, incurs a partnership liability under W.S. 17-21-805(a)(ii) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from that liability.
Wyo. Stat. § 17-19-830 — WY Code / Title 17 / Chapter 19 / Section 17-19-830
§ 17-19-830. Directors' standards and liabilities
Status: in_force

(a) A director shall not be deemed to be a trustee with respect to the corporation or with respect to any property held or administered by the corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of such property.

(b) Members of a board of any nonprofit corporation organized under this act are not individually liable for any actions, inactions or omissions by the nonprofit corporation. This subsection does not affect individual liability for intentional torts or illegal acts. This subsection also does not prevent removal of a board member by court order pursuant to W.S. 17-19-810 .
Wyo. Stat. § 17-10-240 — WY Code / Title 17 / Chapter 10 / Section 17-10-240
§ 17-10-240. Revocation of dissolution proceedings
Status: in_force

(a) Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.

(b) The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members' meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.

(c) Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.
Wyo. Stat. § 17-19-205 — WY Code / Title 17 / Chapter 19 / Section 17-19-205
§ 17-19-205. Organization of corporation
Status: in_force

(a) After incorporation:

(i) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting;

(ii) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

(A) To elect directors and complete the organization of the corporation; or

(B) To elect a board of directors who shall complete the organization of the corporation.

(b) Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed either manually or in facsimile by each incorporator.

(c) An organizational meeting may be held in or out of this state.
Wyo. Stat. § 17-31-116 — WY Code / Title 17 / Chapter 31 / Section 17-31-116
§ 17-31-116. Foreign decentralized autonomous organization
Status: in_force

The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.
Wyo. Stat. § 17-10-237 — WY Code / Title 17 / Chapter 10 / Section 17-10-237
§ 17-10-237. Liquidation
Status: in_force

(a) A cooperative shall be liquidated as provided in the articles in a manner consistent with other business entities organized in this state or if not provided, may be liquidated in the same manner as a limited liability company organized in this state or the members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting shall include a statement that the disposition of all of the assets of the cooperative will be considered at the meeting. If a quorum is present in person, by mail ballot, or alternative method approved by the board at the members' meeting, the resolution approving of the liquidation is adopted if:

(i) Approved by two-thirds ( 2 / 3 ) of the votes cast; or

(ii) For a cooperative with articles or bylaws requiring more than two-thirds ( 2 / 3 ) for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.

(b) The board of directors by resolution may liquidate a cooperative if the board obtains an opinion of an accountant that the cooperative is unlikely to continue as a business based on its current finances.
Wyo. Stat. § 17-19-621 — WY Code / Title 17 / Chapter 19 / Section 17-19-621
§ 17-19-621. Termination, expulsion and suspension
Status: in_force

(a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith.

(b) A procedure is fair and reasonable when either:

(i) The articles or bylaws set forth a procedure that provides:

(A) Not less than fifteen (15) days prior written notice of the expulsion, suspension or termination and the reasons therefor; and

(B) An opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or

(ii) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(c) Any written notice given by mail shall be given by first class, return receipt requested, sent to the last address of the member shown on the corporation's records.

(d) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, shall be commenced within one (1) year after the effective date of the expulsion, suspension or termination.

(e) A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees as a result of obligations incurred or commitments made prior to expulsion or suspension.
Wyo. Stat. § 17-21-803 — WY Code / Title 17 / Chapter 21 / Section 17-21-803
§ 17-21-803. Partnership continues after dissolution
Status: in_force

A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.
Wyo. Stat. § 17-19-612 — WY Code / Title 17 / Chapter 19 / Section 17-19-612
§ 17-19-612. Member's liability to third parties
Status: in_force

A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.
Wyo. Stat. § 17-4-604 — WY Code / Title 17 / Chapter 4 / Section 17-4-604
§ 17-4-604. Administrative enforcement
Status: in_force

(a) If the secretary of state determines that a person has engaged, is engaging or is about to engage in an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act or that a person has materially aided, is materially aiding, or is about to materially aid an act, practice, or course of business constituting a violation of this act or a rule adopted or order issued under this act, the secretary of state may:

(i) Issue an order directing the person to cease and desist from engaging in the act, practice, or course of business or to take other action necessary or appropriate to comply with this act;

(ii) Issue an order denying, suspending, revoking, or conditioning the exemptions for a broker-dealer under W.S. 17-4-401(b)(i)(D) or (F) or an investment adviser under W.S. 17-4-403(b)(i)(C) ; or

(iii) Issue an order under W.S. 17-4-205 .

(b) An order under subsection (a) of this section is effective on the date of issuance. Upon issuance of the order, the secretary of state shall promptly serve each person subject to the order with a copy of the order and a notice that the order has been entered. The order must include a statement whether the secretary of state will seek a civil penalty or costs of the investigation, a statement of the reasons for the order, and notice that, within fifteen (15) days after receipt of a request in a record from the person, the matter will be scheduled for a hearing. If a person subject to the order does not request a hearing and none is ordered by the secretary of state within thirty (30) days after the date of service of the order, the order, which may include a civil penalty or costs of the investigation if a civil penalty or costs were sought in the statement accompanying the order, becomes final as to that person by operation of law. If a hearing is requested or ordered, the secretary of state, after notice of and opportunity for hearing to each person subject to the order, may modify or vacate the order or extend it until final determination.

(c) If a hearing is requested or ordered pursuant to subsection (b) of this section, a hearing must be held pursuant to the Wyoming Administrative Procedure Act. A final order may not be issued unless the secretary of state makes findings of fact and conclusions of law in a record in accordance with the Wyoming Administrative Procedure Act. The final order may make final, vacate, or modify the order issued under subsection (a) of this section.

(d) In a final order under subsection (c) of this section, the secretary of state may impose a civil penalty up to five thousand dollars ($5,000.00) for a single violation or up to fifty thousand dollars ($50,000.00) for more than one (1) violation.

(e) In a final order, the secretary of state may charge the actual cost of an investigation or proceeding for a violation of this act or a rule adopted or order issued under this act.

(f) If a petition for judicial review of a final order is not filed in accordance with W.S. 17-4-609 , the secretary of state may file a certified copy of the final order with the clerk of a court of competent jurisdiction. The order so filed has the same effect as a judgment of the court and may be recorded, enforced, or satisfied in the same manner as a judgment of the court.

(g) If a person does not comply with an order under this section, the secretary of state may petition a court of competent jurisdiction to enforce the order. The court may not require the secretary of state to post a bond in an action or proceeding under this section. If the court finds, after service and opportunity for hearing, that the person was not in compliance with the order, the court may adjudge the person in civil contempt of the order. The court may impose a further civil penalty against the person for contempt in an amount not less than five thousand dollars ($5,000.00) but not greater than fifty thousand dollars ($50,000.00) for each violation and may grant any other relief the court determines is just and proper in the circumstances.