Wyo. Stat. § 17-19-1202 — WY Code / Title 17 / Chapter 19 / Section 17-19-1202
§ 17-19-1202. Sale of assets other than in regular course of activities
Status: in_force

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized by subsection (b) of this section.

(b) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (d) of this section, require a greater vote or voting by class, the proposed transaction to be authorized shall be approved:

(i) By the board;

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

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

(c) If the corporation does not have members the transaction shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with W.S. 17-19-822(c) . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

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

(e) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(f) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction.

(g) A public benefit or religious corporation shall give written notice to the secretary of state (who shall then give notice to the attorney general) twenty (20) days before it sells, leases, exchanges or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection.

(h) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.
Wyo. Stat. § 17-19-727 — WY Code / Title 17 / Chapter 19 / Section 17-19-727
§ 17-19-727. Corporation's acceptance of votes
Status: in_force

(a) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member.

(b) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver or proxy appointment and give it effect as the act of the member if:

(i) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(ii) The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver or proxy appointment;

(iii) Two (2) or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one (1) of the coholders and the person signing appears to be acting on behalf of all the coholders; and

(iv) In the case of a mutual benefit corporation:

(A) The name signed purports to be that of an administrator, executor, guardian or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment;

(B) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver or proxy appointment.

(c) The corporation is entitled to reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.

(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

(f) In the case where a member is an entity or where approval is required by a third party which is an entity, the corporation is entitled to accept the vote provided the individual who casts the vote for the entity presents the corporation with a written resolution or other written authorization to vote for the entity.
Wyo. Stat. § 17-29-1014 — WY Code / Title 17 / Chapter 29 / Section 17-29-1014
§ 17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications
Status: in_force

(a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, continued, transferred or domesticated organization, approval or amendment of a plan of merger, conversion, continuance, transfer or domestication are ineffective without the consent of the member, unless:

(i) The company's operating agreement provides for approval of a merger, conversion, continuance, transfer or domestication with the consent of fewer than all the members; and

(ii) The member has consented to the provision of the operating agreement.

(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
Wyo. Stat. § 17-29-1102 — WY Code / Title 17 / Chapter 29 / Section 17-29-1102
§ 17-29-1102. Secretary of state powers
Status: in_force

The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.
Wyo. Stat. § 17-4-103 — WY Code / Title 17 / Chapter 4 / Section 17-4-103
§ 17-4-103. References to federal statutes
Status: in_force

As used in this act: “Securities Act of 1933” ( 15 U.S.C. § 77a et seq. ), “Securities Exchange Act of 1934” ( 15 U.S.C. § 78a et seq. ), “Public Utility Holding Company Act of 1935” ( 15 U.S.C. § 79 et seq. ), “Investment Company Act of 1940” ( 15 U.S.C. § 80a-1 et seq. ), “Investment Advisers Act of 1940” ( 15 U.S.C. § 80b-1 et seq. ), “Employee Retirement Income Security Act of 1974” ( 29 U.S.C. § 1001 et seq. ), “National Housing Act” ( 12 U.S.C. § 1701 et seq. ), “Commodity Exchange Act” ( 7 U.S.C. § 1 et seq. ), “Internal Revenue Code” ( 26 U.S.C. § 1 et seq. ), “Securities Investor Protection Act of 1970” ( 15 U.S.C. § 78aaa et seq. ), “Securities Litigation Uniform Standards Act of 1998” (112 Stat. 3227), “Small Business Investment Act of 1958” ( 15 U.S.C. § 661 et seq. ), and “Electronic Signatures in Global and National Commerce Act” ( 15 U.S.C. § 7001 et seq. ) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this act.
Wyo. Stat. § 17-29-113 — WY Code / Title 17 / Chapter 29 / Section 17-29-113
§ 17-29-113. Registered office and registered agent to be maintained
Status: in_force

(a) Each limited liability company shall have and continuously maintain in this state:

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

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

(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited liability companies.
Wyo. Stat. § 17-11-107 — WY Code / Title 17 / Chapter 11 / Section 17-11-107
§ 17-11-107. Duration of membership; withdrawal
Status: in_force

Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of directors, a member may withdraw from membership in the corporation at the expiration date of such notice.
Wyo. Stat. § 17-23-114 — WY Code / Title 17 / Chapter 23 / Section 17-23-114
§ 17-23-114. Certificate of trust; amendment; cancellation
Status: in_force

(a) Every statutory trust shall file a certificate of trust in the office of the secretary of state. The certificate of trust shall set forth:

(i) The name of the statutory trust, which 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 other business names as required by W.S. 17-16-401 ;

(ii) The name and the business address of at least one (1) of the trustees authorized to manage the statutory trust;

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

(iv) Any other information the trustee determines to include.

(b) A certificate of trust may be amended by filing a certificate of amendment in the office of the secretary of state. The certificate of amendment shall set forth:

(i) The name of the statutory trust;

(ii) The amendment to the certificate; and

(iii) The future effective date or time of the certificate if it is not to be effective upon the filing of the certificate.

(c) A certificate of trust may be amended at any time for any purpose as the trustees may determine. A trustee who becomes aware that any statement in a certificate of trust was false when made or that any matter described has changed making the certificate false in any material respect, shall promptly file a certificate of amendment.

(d) A certificate of trust shall be canceled upon the completion of winding up of the statutory trust and its termination. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:

(i) The name of the statutory trust;

(ii) The date of filing of its certificate of trust;

(iii) The future effective date or time of cancellation if it is not to be effective upon the filing of the certificate; and

(iv) Any other information the trustee determines to include.
Wyo. Stat. § 17-30-701 — WY Code / Title 17 / Chapter 30 / Section 17-30-701
§ 17-30-701. Right to information
Status: in_force

(a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Information regarding beneficiaries other than the beneficiary making a request under this section may be redacted.

(b) Upon written request by a protector, a statutory foundation shall provide all information requested by the protector within a reasonable time. After the death of the last founder of a statutory foundation and if there is no protector, the foundation shall provide all information requested by a beneficiary within a reasonable time, upon written request by a beneficiary.

(c) Except as otherwise provided in this section, no beneficiary shall have the right to receive information related to the administration, operation or affairs of a statutory foundation.
Wyo. Stat. § 17-16-704 — WY Code / Title 17 / Chapter 16 / Section 17-16-704
§ 17-16-704. Action without meeting
Status: in_force

(a) Action required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) The articles of incorporation may provide that any action required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(c) If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , and if prior board action is not required respecting the action to be taken without a meeting, the record date for determining shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under W.S. 17-16-707 and if prior board action is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take corporate action are delivered to the corporation.

(d) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.

(e) If this act requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation or the later date that tabulation of consents is completed pursuant to the authorization under subsection (d) of this section. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this act, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

(f) If action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation, or the later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this act, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.

(g) The notice requirements in subsections (e) and (f) of this section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give the notice within the required time period.

(h) An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder's agent or the shareholder's attorney-in-fact.

(i) Delivery of a written consent to the corporation under this section is delivery to the corporation's registered agent at its registered office or to the secretary of the corporation at its principal office.
Wyo. Stat. § 17-10-241 — WY Code / Title 17 / Chapter 10 / Section 17-10-241
§ 17-10-241. Statute of limitations
Status: in_force

The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to dissolve is filed with the secretary of state.
Wyo. Stat. § 17-29-204 — WY Code / Title 17 / Chapter 29 / Section 17-29-204
§ 17-29-204. Signing and filing pursuant to judicial order
Status: in_force

(a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved may petition the appropriate court to order:

(i) The person to sign the record;

(ii) The person to deliver the record to the secretary of state for filing; or

(iii) The secretary of state to file the record unsigned.

(b) If a petitioner under subsection (a) of this section is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
Wyo. Stat. § 17-19-204 — WY Code / Title 17 / Chapter 19 / Section 17-19-204
§ 17-19-204. Liability for preincorporation transactions
Status: in_force

All persons purporting to act as or on behalf of a corporation formed under this act, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
Wyo. Stat. § 17-10-122 — WY Code / Title 17 / Chapter 10 / Section 17-10-122
§ 17-10-122. Inducing breach of marketing contract or spreading false reports of finances or management; penalty
Status: in_force

Any person who, or any corporation whose officers or employees knowingly induces or attempts to induce any member or stockholder of an association organized hereunder to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500.00) for each such offense; provided, that this section shall not apply to a bona fide creditor of such association, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.
Wyo. Stat. § 17-10-102 — WY Code / Title 17 / Chapter 10 / Section 17-10-102
§ 17-10-102. Definitions; associations deemed nonprofit; short title
Status: in_force

(a) The term “agricultural products” shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.

(b) The term “member” shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.

(c) The term “ association ” or “ cooperative ” means any corporation organized under this act.

(d) The term “person” shall include individuals, firms, partnerships, corporations and associations.

(e) Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members as such, but only for their members as producers.

(f) This act shall be referred to as the “Cooperative Marketing Act”.
Wyo. Stat. § 17-31-112 — WY Code / Title 17 / Chapter 31 / Section 17-31-112
§ 17-31-112. Right of members and dissociated members to information
Status: in_force

To the extent the information is available on an open blockchain, members and dissociated members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decentralized autonomous organization and the organization shall have no obligation to furnish any information to members or dissociated members concerning the organization's activities, financial condition or other circumstances.
Wyo. Stat. § 17-14-404 — WY Code / Title 17 / Chapter 14 / Section 17-14-404
§ 17-14-404. Person erroneously believing himself limited partner
Status: in_force

(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

(i) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(ii) Withdraws from future equity participation in the enterprise.

(b) A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise:

(i) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or

(ii) Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Wyo. Stat. § 17-10-223 — WY Code / Title 17 / Chapter 10 / Section 17-10-223
§ 17-10-223. Grouping of members
Status: in_force

(a) A cooperative may group members and patron members in districts, units or another basis if and as authorized in its articles and bylaws which may include authorization for the board to determine the groupings.

(b) The board may do things necessary to implement the use of districts or units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members' meetings.
Wyo. Stat. § 17-19-303 — WY Code / Title 17 / Chapter 19 / Section 17-19-303
§ 17-19-303. Emergency powers
Status: in_force

(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:

(i) Modify lines of succession to accommodate the incapacity of any director, officer, employee or agent; and

(ii) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:

(i) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

(ii) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(i) Binds the corporation; and

(ii) May 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 the purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
Wyo. Stat. § 17-29-110 — WY Code / Title 17 / Chapter 29 / Section 17-29-110
§ 17-29-110. Operating agreement; scope, function and limitations
Status: reserved

(a) Except as otherwise provided in subsections (b) and (c) of this section, the operating agreement governs all of the following:

(i) Relations among the members as members and between the members and the limited liability company;

(ii) The rights and duties under this chapter of a person in the capacity of manager;

(iii) The activities of the company and the conduct of those activities;

(iv) The means and conditions for amending the operating agreement;

(v) Management rights and voting rights of members;

(vi) Transferability of membership interests;

(vii) Distributions to members prior to dissolution;

(viii) All other aspects of the management of the limited liability company.

(b) To the extent the operating agreement does not otherwise provide for a matter described in subsection (a) of this section, this chapter governs the matter.

(c) An operating agreement shall not:

(i) Vary a limited liability company's capacity under W.S. 17-29-105 to sue and be sued in its own name;

(ii) Vary the law applicable under W.S 17-29-106 ;

(iii) Vary the power of the court under W.S. 17-29-204 ;

(iv) Reserved;

(v) Eliminate the contractual obligation of good faith and fair dealing under W.S. 17-29-409(d) ;

(vi) Unreasonably restrict the duties and rights stated in W.S. 17-29-410 ;

(vii) Vary the power of a court to decree dissolution in the circumstances specified in W.S. 17-29-701(a)(iv) and (v) ;

(viii) Vary the requirement to wind up a limited liability company's business as specified in W.S. 17-29-702(a) and (b)(i) ;

(ix) Unreasonably restrict the right of a member to maintain an action under article 9 of this chapter;

(x) Reserved; or

(xi) Reserved.
Wyo. Stat. § 17-10-123 — WY Code / Title 17 / Chapter 10 / Section 17-10-123
§ 17-10-123. Legality of associations
Status: in_force

No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition or fix prices arbitrarily, nor shall the marketing contracts or agreements between the association and its members, or any agreements authorized in this act be considered illegal or in restraint of trade.
Wyo. Stat. § 17-10-234 — WY Code / Title 17 / Chapter 10 / Section 17-10-234
§ 17-10-234. Allocations and distributions to patron members
Status: in_force

(a) A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.

(b) In addition to a capital reserve, the board may, for patron membership interests:

(i) Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative for promoting and encouraging cooperative organization; and

(ii) Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.

(c) Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise and pooling arrangements and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.

(d) Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.

(e) A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.

(f) The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.

(g) If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron's individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.
Wyo. Stat. § 17-19-1106 — WY Code / Title 17 / Chapter 19 / Section 17-19-1106
§ 17-19-1106. Merger with foreign corporation
Status: in_force

(a) Except as provided in W.S. 17-19-1102 , one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if:

(i) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(ii) The foreign corporation complies with W.S. 17-19-1104 if it is the surviving corporation of the merger; and

(iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1101 through 17-19-1103 and, if it is the surviving corporation of the merger, with W.S. 17-19-1104 .

(b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
Wyo. Stat. § 17-16-1020 — WY Code / Title 17 / Chapter 16 / Section 17-16-1020
§ 17-16-1020. Amendment by board of directors or shareholders
Status: in_force

(a) A corporation's shareholders may amend or repeal the corporation's bylaws.

(b) A corporation's board of directors may amend or repeal the corporation's bylaws unless:

(i) The articles of incorporation, W.S. 17-16-1021 or if applicable W.S. 17-16-1022 reserve this power exclusively to the shareholders in whole or part; or

(ii) The shareholders in amending, repealing or adopting a bylaw provide expressly that the board of directors may not amend, repeal or reinstate that bylaw.
Wyo. Stat. § 17-10-236 — WY Code / Title 17 / Chapter 10 / Section 17-10-236
§ 17-10-236. Merger and consolidation
Status: in_force

(a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with the provisions of this section or the law of the state where the surviving or new business entity will exist.

(b) To initiate a merger or consolidation of a cooperative, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board to prepare a plan. The plan shall state:

(i) The names of the constituent cooperatives and other business entities;

(ii) The name of the surviving or new cooperative or other business entity;

(iii) The manner and basis of converting membership or ownership interests of the constituent cooperatives or business entities into membership or ownership interests in the surviving or new cooperative or business entity;

(iv) The terms of the merger or consolidation;

(v) The proposed effect of the consolidation or merger on the members and patron members of the cooperative; and

(vi) For a consolidation, the plan shall contain the articles of the entity or organizational documents to be filed with the state in which the entity is organized.

(c) The following shall apply to notice:

(i) The board shall mail a merger or consolidation or otherwise transmit or deliver notice to each member. The notice shall contain:

(A) The full text of the plan; and

(B) The time and place of the meeting at which the plan will be considered.

(ii) A cooperative with more than two hundred (200) members may provide the merger or consolidation notice in the same manner as a regular members' meeting notice.

(d) The following shall apply to the adoption of a plan or merger or consolidation:

(i) A plan of merger or consolidation is adopted if:

(A) A quorum of the members is registered as being present or represented by mail vote at the meeting; and

(B) The plan is approved by two-thirds ( 2 / 3 ) of the votes cast, or for a cooperative with articles or bylaws requiring more than two-thirds ( 2 / 3 ) of the votes cast or other conditions for approval, the plan is approved by a 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.

(ii) After the plan has been adopted, articles of merger or consolidation stating the plan and that the plan was adopted according to this article shall be signed by the chair, vice-chair, records officer or documents officer of each cooperative merging or consolidating;

(iii) The articles of merger or consolidation shall be filed in the office of the secretary of state;

(iv) For a merger, the articles of the surviving cooperative subject to this article are deemed amended to the extent provided in the articles of merger;

(v) Unless a later date is provided in the plan, the merger or consolidation is effective when the articles of merger or consolidation are filed in the office of the secretary of state;

(vi) The secretary of state shall issue a certificate of organization of the merged or consolidated cooperative.

(e) The following shall apply to the effect of a merger:

(i) After the effective date, the cooperatives or other business entities that are parties to the plan become a single entity. For a merger, the surviving business entity is the business entity designated in the plan. For a consolidation, the new cooperative or other business entity is the business entity provided for in the plan. Except for the surviving or new business entity, the separate existence of all business entities that are parties to the plan cease on the effective date of the merger or consolidation;

(ii) The surviving or new business entity possesses all of the rights and property of each of the merged or consolidated business entities and is responsible for all their obligations. The title to property of the merged or consolidated business entity is vested in the surviving or new business entity without reversion or impairment of the title caused by the merger or consolidation;

(iii) The right of a creditor may not be impaired by the merger or consolidation without the creditor's consent.

(f) The fee to be paid to the secretary of state for filing articles of merger or consolidation shall conform with the provisions of W.S. 17-16-122 .
Wyo. Stat. § 17-22-101 — WY Code / Title 17 / Chapter 22 / Section 17-22-101
§ 17-22-101. Short title
Status: in_force

This act shall be known and may be cited as the “Wyoming Unincorporated Nonprofit Association Act.”
Wyo. Stat. § 17-16-840 — WY Code / Title 17 / Chapter 16 / Section 17-16-840
§ 17-16-840. Required officers
Status: in_force

(a) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.

(b) The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.

(c) The bylaws or the board of directors shall assign to one (1) of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for maintaining and authenticating records of the corporation required to be kept under W.S. 17-16-1601(a) and (e) .

(d) The same individual may simultaneously hold more than one (1) office in a corporation.
Wyo. Stat. § 17-21-1002 — WY Code / Title 17 / Chapter 21 / Section 17-21-1002
§ 17-21-1002. Short title
Status: in_force

This chapter may be cited as the “Uniform Partnership Act.”
Wyo. Stat. § 17-22-106 — WY Code / Title 17 / Chapter 22 / Section 17-22-106
§ 17-22-106. Liability in tort and contract
Status: in_force

(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.

(b) A person is not liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.

(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.

(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.

(e) A member of, or a person considered as a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered as a member by the nonprofit association.
Wyo. Stat. § 17-3-104 — WY Code / Title 17 / Chapter 3 / Section 17-3-104
§ 17-3-104. Language to be contained in articles of incorporation; location
Status: in_force

The articles of incorporation of a professional practice corporation incorporated after the date of this act shall contain the following language: “All shareholders of the corporation are, and will continually be, licensed in the profession for which the corporation is formed, and no professional service will be offered by the corporation except by or under the supervision of licensed stockholders or licensed employees.” This language shall be inserted in the articles immediately after the provisions pertaining to the aggregate number of shares which the corporation is authorized to issue.
Wyo. Stat. § 17-16-602 — WY Code / Title 17 / Chapter 16 / Section 17-16-602
§ 17-16-602. Terms of class or series determined by board of directors
Status: in_force

(a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:

(i) Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class;

(ii) Reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes; or

(iii) Reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class.

(b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights and limitations, to the same extent permitted under W.S. 17-16-601 , of:

(i) Any class of shares before the issuance of any shares of that class; or

(ii) Any series within a class before the issuance of any shares of that series.

(c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment effecting the provisions of this section in accordance with article 10 of this act and setting forth the terms determined under subsection (a) of this section.
Wyo. Stat. § 17-16-1630 — WY Code / Title 17 / Chapter 16 / Section 17-16-1630
§ 17-16-1630. Filing of reports and payment of tax required; amount of tax; exemptions; records
Status: repealed

(a) Every corporation organized under the laws of this state and every foreign corporation which obtains the right to transact and carry on business within this state (except banks, insurance companies and savings and loan associations) shall file with the secretary of state on or before the first day of the month of registration of every year a certification, under the penalty of perjury, by its treasurer or other fiscal agent setting forth its capital, property and assets located and employed in the state of Wyoming. The statement shall give the names and addresses of its officers and directors and the address of its principal office. On or before the first day of the month of registration of every year the corporation shall pay to the secretary of state in addition to all other statutory taxes and fees a license tax based upon the sum of its capital, property and assets reported, of sixty dollars ($60.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater.

(b) The provisions of W.S. 17-16-1630(a) shall be modified as follows:

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

(ii) Any corporation engaged in the public calling of carrying goods, passengers or information interstate is not required to comply with the provisions of W.S. 17-16-1630(a) except to the extent of capital, property and assets used in intrastate business in this state;

(iii) The value of all mines and mining claims from which gold, silver and other precious metals, soda, saline, coal, mineral oil or other valuable deposit, is or shall be produced is deemed equivalent to the assessed value of the gross product thereof, for the previous year;

(iv) The assessed value of any property shall be its actual value.

(c) Financial information in the annual report shall be current as of the end of the corporation's fiscal year immediately preceding the date the annual report is executed on behalf of the corporation. All other information in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.

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

(e) Every corporation registered or authorized to do business in the state of Wyoming shall preserve for three (3) years at its principal place of business, suitable records and books as may be necessary to determine the amount of tax for which it is liable under this act. All records and books shall be available for examination by the secretary of state or his designee during regular business hours except as arranged by mutual consent.

(f) In addition to other fees provided under this section, each corporation shall pay one hundred dollars ($100.00), except for foreign corporations which shall pay one hundred fifty dollars ($150.00), to the secretary of state for initial incorporation or qualification to do business in Wyoming.
Wyo. Stat. § 17-17-112 — WY Code / Title 17 / Chapter 17 / Section 17-17-112
§ 17-17-112. Share transfer after first refusal by corporation
Status: in_force

(a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of W.S. 17-17-111 must first offer them to the corporation by obtaining an offer to purchase the shares for cash from a third person who is eligible to purchase the shares under subsection (b) of this section. The offer by the third person must be in writing and state the offeror's name and address, the number and class, or series, of shares offered, the offering price per share, and the other terms of the offer.

(b) A third person is eligible to purchase the shares if:

(i) He is eligible to become a qualified shareholder under any federal or state tax statute the corporation has adopted and he agrees in writing not to terminate his qualification without the approval of the remaining shareholders; and

(ii) His purchase of the shares will not impose a personal holding company tax or similar federal or state penalty tax on the corporation.

(c) The person desiring to transfer shares shall deliver the offer to the corporation, and by doing so offers to sell the shares to the corporation on the terms of the offer. Within twenty (20) days after the corporation receives the offer, the corporation shall call a special shareholders' meeting, to be held not more than forty (40) days after the call, to decide whether the corporation should purchase all, but not less than all, of the offered shares. The offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the offer.

(d) The corporation must deliver to the offering shareholder written notice of acceptance within seventy-five (75) days after receiving the offer or the offer is rejected. If the corporation makes a counteroffer, the shareholder must deliver to the corporation written notice of acceptance within fifteen (15) days after receiving the counteroffer or the counteroffer is rejected. If the corporation accepts the original offer or the shareholder accepts the corporation's counteroffer, the shareholder shall deliver to the corporation duly endorsed certificates for the shares, or instruct the corporation in writing to transfer the shares if uncertificated, within twenty (20) days after the effective date of the notice of acceptance. The corporation may specifically enforce the shareholder's delivery or instruction obligation under this subsection.

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

(f) If an offer to purchase shares under this section is rejected, the offering shareholder, for a period of one hundred twenty (120) days after the corporation received his offer, is entitled to transfer to the third person offeror all, but not less than all, of the offered shares in accordance with the terms of his offer to the corporation.
Wyo. Stat. § 17-16-121 — WY Code / Title 17 / Chapter 16 / Section 17-16-121
§ 17-16-121. 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;

(vi) An application for a certificate of transfer;

(vii) A foreign corporation's application for certificate of domestication; and

(viii) A consent of registered agent to appointment.

(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. § 17-10-230 — WY Code / Title 17 / Chapter 10 / Section 17-10-230
§ 17-10-230. Member voting rights
Status: in_force

(a) A patron member of a cooperative is only entitled to one (1) vote on an issue to be voted upon by members holding patron membership interests, except that a patron member of a cooperative described in W.S. 17-10-231 may be entitled to more than one (1) vote as provided in that section. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members voting on the issue. A nonpatron member has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws, subject to the provisions of this article.

(b) A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members' meeting from the time the member or delegate arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.

(c) A member's vote at a members' meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board, and not by proxy except as provided in subsection (d) of this section.

(d) The following shall apply to members represented by delegates:

(i) A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members' meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws;

(ii) If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate;

(iii) Patron members may be represented by the proxy of other patron members;

(iv) Nonpatron members may be represented by proxy if authorized in the bylaws.

(e) The following shall apply to absentee ballots:

(i) A member who is or will be absent from a members' meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subsection on any motion, resolution or amendment that the board submits for vote by mail or alternative method to the members;

(ii) The ballot shall be in the form prescribed by the board and contain:

(A) The exact text of the proposed motion, resolution or amendment to be acted on at the meeting; and

(B) The text of the motion, resolution or amendment for which the member may indicate an affirmative or negative vote.

(iii) The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name or by an alternative method approved by the board;

(iv) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
Wyo. Stat. § 17-19-1006 — WY Code / Title 17 / Chapter 19 / Section 17-19-1006
§ 17-19-1006. Restated articles of incorporation
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person.

(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or any other person, it shall be adopted as provided in W.S. 17-19-1003 .

(c) If the restatement includes an amendment requiring approval by members, the board shall submit the restatement to the members for their approval.

(d) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with W.S. 17-19-705 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(e) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(f) A restatement requiring approval by the members shall be approved by the same vote as an amendment to articles under W.S. 17-19-1003 .

(g) If the restatement includes an amendment requiring approval pursuant to W.S. 17-19-1030 , the board shall submit the restatement for approval.

(h) A corporation restating its articles shall deliver to the secretary of state articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:

(i) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement; or

(ii) If the restatement contains an amendment to the articles requiring approval by the members, the information required by W.S. 17-19-1005 ; and

(iii) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required pursuant to W.S. 17-19-1030 , a statement that the approval was obtained.

(j) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(k) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (h) of this section.
Wyo. Stat. § 17-17-122 — WY Code / Title 17 / Chapter 17 / Section 17-17-122
§ 17-17-122. Bylaws
Status: in_force

(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by W.S. 17-17-120 .

(b) If a corporation does not have bylaws when its statutory close corporation status terminates under W.S. 17-17-131 , the corporation shall immediately adopt bylaws under W.S. 17-16-206 .
Wyo. Stat. § 17-14-505 — WY Code / Title 17 / Chapter 14 / Section 17-14-505
§ 17-14-505. Voting
Status: in_force

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.
Wyo. Stat. § 17-16-807 — WY Code / Title 17 / Chapter 16 / Section 17-16-807
§ 17-16-807. Resignation of directors
Status: in_force

(a) A director may resign at any time by written notice or by electronic transmission delivered to the board of directors, its chairman, or to the corporation.

(b) A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
Wyo. Stat. § 17-18-109 — WY Code / Title 17 / Chapter 18 / Section 17-18-109
§ 17-18-109. Waiting period after takeover; no acquisitions of equity securities of target company
Status: in_force

No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms. If a takeover offer is made or concluded while the election to be subject to the shareholder takeover protection provisions is in effect, the requirement of this section shall remain in effect for two (2) years following the conclusion of the takeover offer even if the election is subsequently terminated.
Wyo. Stat. § 17-16-744 — WY Code / Title 17 / Chapter 16 / Section 17-16-744
§ 17-16-744. Dismissal
Status: in_force

(a) A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.

(b) Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:

(i) A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or

(ii) A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.

(c) If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:

(i) That a majority of the board of directors did not consist of qualified directors at the time the determination was made; or

(ii) That the requirements of subsection (a) of this section have not been met.

(d) If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.

(e) Upon motion by the corporation or any interested party, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.
Wyo. Stat. § 17-16-824 — WY Code / Title 17 / Chapter 16 / Section 17-16-824
§ 17-16-824. Quorum and voting
Status: in_force

(a) Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this act, a quorum of a board of directors consists of:

(i) A majority of the fixed number of directors if the corporation has a fixed board size; or

(ii) A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.

(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.

(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(d) The right to dissent or abstention is not available to a director who votes in favor of the action taken. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:

(i) The director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting;

(ii) The director's dissent or abstention from the action taken is entered in the minutes of the meeting; or

(iii) The director delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.
Wyo. Stat. § 17-23-111 — WY Code / Title 17 / Chapter 23 / Section 17-23-111
§ 17-23-111. Failure to maintain registered agent or registered office or pay annual fee
Status: in_force

If any statutory trust has failed to comply with the provisions of W.S. 17-28-101 through 17-28-111 or has failed to pay the fee required by W.S. 17-23-117 , it is transacting business within this state without authority and shall forfeit any franchises, rights or privileges acquired under the laws of this state. The forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply. Unless compliance is made within sixty (60) days of mailing or electronic submission of the notice, the statutory trust shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Any defunct statutory trust may at any time within two (2) years after the forfeiture of its certificate, be revived and reinstated, by filing the necessary statement under this chapter and paying the prescribed fee, together with a penalty of one hundred dollars ($100.00). The statutory trust shall retain its registered name during the two (2) year reinstatement period.
Wyo. Stat. § 17-29-304 — WY Code / Title 17 / Chapter 29 / Section 17-29-304
§ 17-29-304. Liability of members and managers
Status: repealed

(a) The debts, obligations or other liabilities of a limited liability company, whether arising in contract, tort or otherwise:

(i) Are solely the debts, obligations or other liabilities of the company; and

(ii) Do not become the debts, obligations or other liabilities of a member or manager solely by reason of the member acting as a member or manager acting as a manager.

(b) Repealed by Laws 2016, ch. 54, § 2, eff. March 4, 2016.

(c) For purposes of imposing liability on any member or manager of a limited liability company for the debts, obligations or other liabilities of the company, a court shall consider only the following factors no one (1) of which, except fraud, is sufficient to impose liability:

(i) Fraud;

(ii) Inadequate capitalization;

(iii) Failure to observe company formalities as required by law; and

(iv) Intermingling of assets, business operations and finances of the company and the members to such an extent that there is no distinction between them.

(d) In any analysis conducted under subsection (c) of this section, a court shall not consider factors intrinsic to the character and operation of a limited liability company, whether a single or multiple member limited liability company. Factors intrinsic to the character and operation of a limited liability company include but are not limited to:

(i) The ability to elect treatment as a disregarded or pass-through entity for tax purposes;

(ii) Flexible operation or organization including the failure to observe any particular formality relating to the exercise of the company's powers or management of its activities;

(iii) The exercise of ownership, influence and governance by a member or manager;

(iv) The protection of members' and managers' personal assets from the obligations and acts of the limited liability company.
Wyo. Stat. § 17-4-609 — WY Code / Title 17 / Chapter 4 / Section 17-4-609
§ 17-4-609. Judicial review
Status: in_force

A final order issued by the secretary of state under this act is subject to judicial review in accordance with Wyoming Administrative Procedure Act.
Wyo. Stat. § 17-16-702 — WY Code / Title 17 / Chapter 16 / Section 17-16-702
§ 17-16-702. Special meeting
Status: in_force

(a) A corporation shall hold a special meeting of shareholders:

(i) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(ii) If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

(b) If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.

(c) Special shareholders' 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 or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.

(d) Only business within the purpose or purposes described in the meeting notice required by W.S. 17-16-705(c) may be conducted at a special shareholders' meeting.
Wyo. Stat. § 17-14-803 — WY Code / Title 17 / Chapter 14 / Section 17-14-803
§ 17-14-803. Rights of creditor
Status: in_force

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
Wyo. Stat. § 17-22-104 — WY Code / Title 17 / Chapter 22 / Section 17-22-104
§ 17-22-104. Real and personal property; nonprofit association as legatee, devisee or beneficiary
Status: in_force

(a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real and personal property.

(b) A nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.
Wyo. Stat. § 17-16-640 — WY Code / Title 17 / Chapter 16 / Section 17-16-640
§ 17-16-640. Distributions to shareholders
Status: in_force

(a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.

(b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one (1) involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.

(c) No distribution may be made if, after giving it effect:

(i) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(ii) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

(e) Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured:

(i) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(A) The date money or other property is transferred or debt incurred by the corporation; or

(B) The date the shareholder ceases to be a shareholder with respect to the acquired shares.

(ii) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(iii) In all other cases, as of:

(A) The date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or

(B) The date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.

(f) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

(h) This section shall not apply to distributions in liquidation under article 14 of this act.
Wyo. Stat. § 17-29-210 — WY Code / Title 17 / Chapter 29 / Section 17-29-210
§ 17-29-210. Fees; annual fee
Status: in_force

(a) The secretary of state shall charge and collect fees from limited liability companies and foreign limited liability companies for:

(i) Filing the original articles of organization, one hundred dollars ($100.00);

(ii) For amending the articles of organization, a filing fee of sixty dollars ($60.00);

(iii) An annual fee accompanying the report required in W.S. 17-29-209 , due and payable on or before the date of the filing under W.S. 17-29-209 ;

(iv) Filing, service and copying fees for those services provided by his office for which a fee is not otherwise established. A fee shall not exceed the cost of providing the service;

(v) Issuing a certificate of authority for a foreign limited liability company, a filing fee of one hundred fifty dollars ($150.00).

(b) Except for articles of organization, any document to be filed with the secretary of state shall be signed by the member, members, manager, managers or other authorized individual as set forth in the operating agreement. A person signing a document, including the articles of organization, he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing under this act is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000.00), by imprisonment for not more than six (6) months, or both.

(c) Any foreign limited liability company transacting business in this state without obtaining a certificate of authority as required by W.S. 17-16-1501 and 17-29-114 is subject to the penalties provided by W.S. 17-16-1502(d) .
Wyo. Stat. § 17-29-1104 — WY Code / Title 17 / Chapter 29 / Section 17-29-1104
§ 17-29-1104. Applications to qualified foreign limited liability companies
Status: in_force

A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
Wyo. Stat. § 17-14-1011 — WY Code / Title 17 / Chapter 14 / Section 17-14-1011
§ 17-14-1011. Application for certificate of continuance; requirements
Status: in_force

(a) To continue in this state, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for a certificate of continuance setting forth:

(i) Written confirmation from the state in which the partnership was formed that the partnership's domicile in that state is terminated or will be terminated upon continuance in this state;

(ii) A certified copy of the limited partnership's original certificate of limited partnership, or equivalent authorization, including any amendments;

(iii) The name of the limited partnership;

(iv) The duration of the limited partnership from date of formation to present;

(v) The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205 ;

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

(vii) A statement that the limited partnership will abide by the constitution and laws of this state;

(viii) The latest date upon which the limited partnership is to dissolve;

(ix) Any other matters the partners determine to include in the application;

(x) Any additional information necessary to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of continuance.

(b) The application may vary from the original certificate that formed the foreign limited partnership provided that the change would be permissible as an amendment for a limited partnership organized in this state.
Wyo. Stat. § 17-20-1202 — WY Code / Title 17 / Chapter 20 / Section 17-20-1202
§ 17-20-1202. Mortgage or encumbrance of assets of a cooperative utility
Status: in_force

(a) The board of directors, without authorization by the members, shall have full power and authority:

(i) To borrow monies from any source and in such amounts as the board may from time to time determine; and

(ii) To mortgage or otherwise pledge or encumber any or all of the cooperative utility's properties or assets as security therefor.
Wyo. Stat. § 17-16-1701 — WY Code / Title 17 / Chapter 16 / Section 17-16-1701
§ 17-16-1701. Application to existing domestic corporations
Status: reserved

(a) Except as provided in subsection (b) of this section, this act applies to domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corporations for profit if power to amend or repeal the statute under which the corporation was incorporated was reserved.

(b) For corporations incorporated in Wyoming prior to the effective date of this act, the cumulative voting and shareholder preemptive rights provisions contained in former W.S. 17-1-123 and 17-1-130 are continued for a period of four (4) years from the effective date of this act unless the corporation amends its articles of incorporation to provide otherwise.
Wyo. Stat. § 17-19-705 — WY Code / Title 17 / Chapter 19 / Section 17-19-705
§ 17-19-705. Notice of meeting
Status: in_force

(a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (c)(ii) of this section shall be given as provided in subsection (c) of this section.

(c) Notice is fair and reasonable if:

(i) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10) nor more than sixty (60) days before the meeting date;

(ii) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under W.S. 17-19-831 , 17-19-856 , 17-19-1003 , 17-19-1021 , 17-19-1104 , 17-19-1202 , 17-19-1401 or 17-19-1402 ; and

(iii) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-19-707 , however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date.

(e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if:

(i) Requested in writing to do so by a person entitled to call a special meeting; and

(ii) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.
Wyo. Stat. § 17-30-307 — WY Code / Title 17 / Chapter 30 / Section 17-30-307
§ 17-30-307. Liability for inaccurate information in filed record
Status: in_force

(a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from the statutory foundation or foreign foundation if:

(i) The record was delivered for filing on behalf of the statutory foundation or foreign foundation; and

(ii) The statutory foundation or foreign foundation had notice of the inaccuracy for a reasonably sufficient time and was able to correct the record in the period of time before the record was relied upon.

(b) An individual who signs a record authorized or required to be filed with the secretary of state under this act shall affirm, under penalty of perjury, that the information stated in the record is accurate.
Wyo. Stat. § 17-16-728 — WY Code / Title 17 / Chapter 16 / Section 17-16-728
§ 17-16-728. Voting for directors; cumulative voting
Status: in_force

(a) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.

(c) A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.

(d) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:

(i) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or

(ii) A shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder's intent to cumulate his votes during the meeting. If one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
Wyo. Stat. § 17-4-407 — WY Code / Title 17 / Chapter 4 / Section 17-4-407
§ 17-4-407. Succession and change in registration of broker-dealer or investment adviser
Status: in_force

(a) A broker-dealer or investment adviser may succeed to the current registration of another broker-dealer or investment adviser or a notice filing of a federal covered investment adviser, and a federal covered investment adviser may succeed to the current registration of an investment adviser or notice filing of another federal covered investment adviser, by filing as a successor an application for registration pursuant to W.S. 17-4-401 or 17-4-403 or a notice pursuant to W.S. 17-4-405 for the unexpired portion of the current registration or notice filing.

(b) A broker-dealer or investment adviser that changes its form of organization or state of incorporation or organization may continue its registration by filing an amendment to its registration if the change does not involve a material change in its financial condition or management. The amendment becomes effective when filed or on a date designated by the registrant in its filing. The new organization is a successor to the original registrant for the purposes of this act. If there is a material change in financial condition or management, the broker-dealer or investment adviser shall file a new application for registration. A predecessor registered under this act shall stop conducting its securities business other than winding down transactions and shall file for withdrawal of broker-dealer or investment adviser registration within forty-five (45) days after filing its amendment to effect succession.

(c) A broker-dealer or investment adviser that changes its name may continue its registration by filing an amendment to its registration. The amendment becomes effective when filed or on a date designated by the registrant.

(d) A change of control of a broker-dealer or investment adviser may be made in accordance with a rule adopted or order issued under this act.
Wyo. Stat. § 17-14-1006 — WY Code / Title 17 / Chapter 14 / Section 17-14-1006
§ 17-14-1006. Cancellation of registration
Status: in_force

(a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.

(b) The registration to transact business of a foreign limited liability partnership is subject to the same revocation and reinstatement provisions as applicable to foreign corporations authorized to transact business in this state pursuant to W.S. 17-16-1530 through 17-16-1536 .
Wyo. Stat. § 17-16-1605 — WY Code / Title 17 / Chapter 16 / Section 17-16-1605
§ 17-16-1605. Inspection of records by directors
Status: in_force

(a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.

(b) The district court of the county where the corporation's principal office, or if none in this state, its registered office, is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused inspection rights, unless the corporation establishes that the director is not entitled to those inspection rights. The court shall dispose of an application under this subsection on an expedited basis.

(c) If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses, including reasonable counsel fees, incurred in connection with the application unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the director to inspect the records demanded.
Wyo. Stat. § 17-18-119 — WY Code / Title 17 / Chapter 18 / Section 17-18-119
§ 17-18-119. Special meeting request exceptions
Status: in_force

(a) Notwithstanding W.S. 17-16-702 and 17-16-703 a qualified corporation may in its bylaws:

(i) Set a higher percentage of shares not to exceed fifty percent (50%) that must petition in order to call a special meeting than is provided by W.S. 17-16-702 ;

(ii) Provide a longer period between the receipt of the request for a special meeting and the date that notice of the meeting is given than is allowed by W.S. 17-16-703(a)(ii)(A) ;

(iii) Give the board discretion to require that the issues for which a special meeting is requested be considered instead at the next annual meeting if the request for the special meeting is made within a number of days of the annual meeting specified in the bylaws.
Wyo. Stat. § 17-17-110 — WY Code / Title 17 / Chapter 17 / Section 17-17-110
§ 17-17-110. Notice of statutory close corporations status on issued shares
Status: in_force

(a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation:

The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders' agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.

(b) Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the shareholders a written notice containing the information required by subsection (a) of this section.

(c) The notice required by this section satisfies all requirements of this chapter and of W.S. 17-16-627 that notice of share transfer restrictions be given.

(d) A person claiming an interest in shares of a statutory close corporation which has complied with the notice requirement of this section is bound by the documents referred to in the notice. A person claiming an interest in shares of a statutory close corporation which has not complied with the notice requirement of this section is bound by any documents of which he, or a person through whom he claims, has knowledge or notice.

(e) A corporation shall provide to any shareholder upon his written request and without charge copies of provisions that restrict transfer or affect voting or other rights of shareholders appearing in articles of incorporation, bylaws, or shareholders' or voting trust agreements filed with the corporation.
Wyo. Stat. § 17-17-143 — WY Code / Title 17 / Chapter 17 / Section 17-17-143
§ 17-17-143. Extraordinary relief; dissolution
Status: in_force

(a) The court may dissolve the corporation if it finds:

(i) There are one (1) or more grounds for judicial dissolution under W.S. 17-16-1430 ; or

(ii) All other relief ordered by the court under W.S. 17-17-141 or 17-17-142 has failed to resolve the matters in dispute.

(b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
Wyo. Stat. § 17-30-506 — WY Code / Title 17 / Chapter 30 / Section 17-30-506
§ 17-30-506. Conflict of interest transactions
Status: in_force

(a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is otherwise affected by a conflict between the fiduciary or personal interests of the director or protector is voidable by a beneficiary affected by the transaction unless:

(i) The transaction was authorized by the terms of the operating agreement;

(ii) The transaction was approved by a court;

(iii) The beneficiary did not commence a judicial proceeding within the time specified by W.S. 4-10-1005 ;

(iv) The beneficiary consented to the transaction, ratified the transaction or released the director or protector pursuant to W.S. 4-10-1009 ; or

(v) The transaction involves a contract entered into, or claim acquired by the director or protector, before the person became or contemplated becoming a director or protector.
Wyo. Stat. § 17-14-1004 — WY Code / Title 17 / Chapter 14 / Section 17-14-1004
§ 17-14-1004. Name
Status: in_force

A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.
Wyo. Stat. § 17-19-832 — WY Code / Title 17 / Chapter 19 / Section 17-19-832
§ 17-19-832. Loans to or guaranties for directors and officers
Status: in_force

(a) A corporation shall not lend money to nor guarantee the obligation of a director or officer of the corporation except as provided in W.S. 17-19-853 .

(b) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
Wyo. Stat. § 17-23-116 — WY Code / Title 17 / Chapter 23 / Section 17-23-116
§ 17-23-116. Filing of certificate; effective date; fee; organization
Status: in_force

(a) The original signed copy together with a duplicate copy, which may be either a signed or conformed copy, of the certificate of trust and any certificates of amendment or cancellation or any certificate of merger or consolidation shall be delivered to the secretary of state. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required he shall:

(i) Certify that the certificate of trust, the certificate of amendment, the certificate of cancellation or the certificate of merger or consolidation has been filed in his office by endorsing upon the original and duplicate copy of the certificate the word “Filed,” and the date and hour of the filing. This endorsement is conclusive of the date and time of its filing in the absence of actual fraud;

(ii) File and index the original endorsed certificate; and

(iii) Issue a certificate of organization to which he shall affix the duplicate copy of the certificate of trust. In the case of the filing of any certificate other than a certificate of trust, the secretary of state shall return the duplicate copy, similarly endorsed, to the person who filed it or his representative.

(b) A certificate of trust, certificate of amendment, certificate of cancellation or certificate of merger or consolidation which acts as a certificate of cancellation shall be effective as provided in W.S. 17-23-118 .

(c) A fee as set forth in W.S. 17-23-117 shall be paid at the time of the filing of a certificate of trust, a certificate of amendment, a certificate of cancellation or a certificate of merger or consolidation.

(d) Upon the issuance of the certificate of organization, the statutory trust shall be considered organized. The certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the trustee and beneficial owners have been complied with and that the statutory trust has been legally organized under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of organization or for involuntary dissolution of the statutory trust.

(e) A statutory trust shall not transact business or incur indebtedness, except that which is incidental to its organization or until the secretary of state has issued a certificate of organization.

(f) If the secretary of state refuses to file a certificate of trust, certificate of amendment, certificate of cancellation or certificate of merger or consolidation under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the certificate was delivered, together with a brief, written explanation of the reason for the refusal.
Wyo. Stat. § 17-19-402 — WY Code / Title 17 / Chapter 19 / Section 17-19-402
§ 17-19-402. Reserved name
Status: reserved

(a) A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall file the application pursuant to W.S. 17-19-125 and reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty (120) day period.

(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee.
Wyo. Stat. § 17-8-106 — WY Code / Title 17 / Chapter 8 / Section 17-8-106
§ 17-8-106. Incorporation by body of Christians for purposes of education, benevolence, charity and missions
Status: in_force

If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.
Wyo. Stat. § 17-3-103 — WY Code / Title 17 / Chapter 3 / Section 17-3-103
§ 17-3-103. Words or initials to be contained in corporate name
Status: in_force

The corporate name of every professional corporation shall contain either the words “A Professional Corporation” or the capital initials “P.C.”. These words or initials shall be the last word of the name of the professional corporation.
Wyo. Stat. § 17-16-1322 — WY Code / Title 17 / Chapter 16 / Section 17-16-1322
§ 17-16-1322. Appraisal notice and form
Status: in_force

(a) If corporate action requiring appraisal under W.S. 17-16-1302(a) becomes effective, the corporation shall deliver a written appraisal notice to all shareholders who satisfied the requirements of W.S. 17-16-1321(a) or (b) . In the case of a merger under W.S. 17-16-1105 , the parent shall deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.

(b) The appraisal notice shall be sent no later than ten (10) days after the corporate action specified in W.S. 17-16-1302(a) became effective, and shall:

(i) Supply a form that:

(A) Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action; and

(B) If such announcement was made, requires that the shareholder asserting appraisal rights certify whether beneficial ownership of the shares for which appraisal rights are asserted was acquired before that date; and

(C) Requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction.

(ii) State:

(A) Where the form shall be sent and where certificates for certificated shares shall be deposited and the date by which those certificates shall be deposited, which date may not be earlier than the date for receiving the required form under subparagraph (B) of this paragraph;

(B) Date by which the corporation shall receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the appraisal notice and form are sent pursuant to subsection (a) of this section, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;

(C) The corporation's estimate of the fair value of the shares;

(D) That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subparagraph (B) of this paragraph the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and

(E) The date by which the notice to withdraw under W.S. 17-16-1323 must be received, which date shall be within twenty (20) days after the date specified in subparagraph (B) of this paragraph.

(iii) Be accompanied by a copy of this article.
Wyo. Stat. § 17-4-506 — WY Code / Title 17 / Chapter 4 / Section 17-4-506
§ 17-4-506. Misrepresentations concerning registration or exemption
Status: in_force

(a) The filing of an application for registration, a registration statement, a notice filing under this act, the registration of a person, the notice filing by a person, or the registration of a security under this act does not constitute a finding by the secretary of state that a record filed under this act is true, complete, and not misleading. The filing or registration or the availability of an exemption, exception, preemption, or exclusion for a security or a transaction does not mean that the secretary of state has passed upon the merits or qualifications of, or recommended or given approval to, a person, security, or transaction.

(b) It is unlawful to make, or cause to be made, to a purchaser, customer, client, or prospective customer or client a representation inconsistent with this section.
Wyo. Stat. § 17-29-301 — WY Code / Title 17 / Chapter 29 / Section 17-29-301
§ 17-29-301. No agency power of member as member
Status: in_force

(a) A member is not an agent of a limited liability company solely by reason of being a member.

(b) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
Wyo. Stat. § 17-16-128 — WY Code / Title 17 / Chapter 16 / Section 17-16-128
§ 17-16-128. Certificate of existence
Status: in_force

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

(b) A certificate of existence or authorization sets forth:

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

(ii) That:

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

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

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

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

(B) Nonpayment affects the existence or authorization of the domestic or foreign corporation.

(iv) That its most recent annual report required by W.S. 17-16-1630 has been filed by the secretary of state;

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

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

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
Wyo. Stat. § 17-16-727 — WY Code / Title 17 / Chapter 16 / Section 17-16-727
§ 17-16-727. Changing quorum or voting requirements
Status: in_force

(a) The articles of incorporation may provide for a greater or lesser quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this act.

(b) An amendment to the articles of incorporation that adds, changes or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
Wyo. Stat. § 17-11-120 — WY Code / Title 17 / Chapter 11 / Section 17-11-120
§ 17-11-120. Filing fees
Status: in_force

Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630 , and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630 .
Wyo. Stat. § 17-16-1531 — WY Code / Title 17 / Chapter 16 / Section 17-16-1531
§ 17-16-1531. Procedure for and effect of revocation
Status: repealed

(a) If the secretary of state determines that one (1) or more grounds exist under W.S. 17-16-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under W.S. 17-28-104 .

(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty (60) days after service of the notice is perfected under W.S. 17-28-104 , the secretary of state may revoke the foreign corporation's certificate of authority by signing, either manually or in facsimile, a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under W.S. 17-28-104 .

(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.

(d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall either:

(i) Mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority; or

(ii) Electronically submit a copy of the process to the foreign corporation's email address.

(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

(f) Repealed by Laws 2008, ch. 91, § 3.
Wyo. Stat. § 17-19-706 — WY Code / Title 17 / Chapter 19 / Section 17-19-706
§ 17-19-706. Waiver of notice
Status: in_force

(a) A member may waive any notice required by this act, the articles, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed manually or in facsimile by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(b) A member's attendance at a meeting:

(i) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and

(ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
Wyo. Stat. § 17-22-103 — WY Code / Title 17 / Chapter 22 / Section 17-22-103
§ 17-22-103. Territorial application
Status: in_force

Real and personal property in Wyoming may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to the state.
Wyo. Stat. § 17-29-114 — WY Code / Title 17 / Chapter 29 / Section 17-29-114
§ 17-29-114. Foreign limited liability companies; operation; revocation and reinstatement of certificates of authority
Status: in_force

To the extent not inconsistent with this act or the provisions of the Wyoming Business Corporations Act, a foreign limited liability company shall do business in Wyoming by complying with the provisions of W.S. 17-16-1501 through 17-16-1536 in the same manner as a foreign corporation. A foreign limited liability company's certificate of authority shall be revoked or reinstated in the manner provided for foreign corporations in W.S. 17-16-1530 through 17-16-1532 .
Wyo. Stat. § 17-14-303 — WY Code / Title 17 / Chapter 14 / Section 17-14-303
§ 17-14-303. Cancellation of certificate
Status: in_force

(a) A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:

(i) The name of the limited partnership;

(ii) The date of filing of its certificate of limited partnership;

(iii) The reason for filing the certificate of cancellation;

(iv) The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and

(v) Any other information the general partners filing the certificate determine.
Wyo. Stat. § 17-31-113 — WY Code / Title 17 / Chapter 31 / Section 17-31-113
§ 17-31-113. Membership and withdrawal of members
Status: in_force

(a) Except as specified in subsection (d) of this section, a member may only withdraw from a decentralized autonomous organization in accordance with the terms set forth in the articles of organization, the smart contracts or the operating agreement.

(b) A member of a decentralized autonomous organization may not have the organization dissolved for a failure to return the members' contribution to capital.

(c) Unless the organization's articles of organization, smart contracts or operating agreement provide otherwise, a withdrawn member forfeits all membership interests in the decentralized autonomous organization, including any governance or economic rights.

(d) Where the articles of organization, operating agreement and smart contracts for a decentralized autonomous organization do not specify the manner by which a person:

(i) Becomes a member of a decentralized autonomous organization, a person shall be considered a member if the person purchases or otherwise assumes a right of ownership of a membership interest or other property that confers upon the person a voting or economic right within the decentralized autonomous organization;

(ii) Withdraws membership from a decentralized autonomous organization, the person shall cease to be a member if the person transfers, sells or alienates all membership interests or other property that confers upon the person a voting or economic right within the decentralized autonomous organization and retains no further right of ownership therein.
Wyo. Stat. § 17-22-109 — WY Code / Title 17 / Chapter 22 / Section 17-22-109
§ 17-22-109. Disposition of personal property of inactive nonprofit association
Status: in_force

(a) If a nonprofit association has been inactive for three (3) years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:

(i) If a nonprofit association document specifies a person to whom transfer is to be made under these circumstances, to that person; or

(ii) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or governmental agency.
Wyo. Stat. § 17-10-248 — WY Code / Title 17 / Chapter 10 / Section 17-10-248
§ 17-10-248. Filing claims in court-supervised dissolution proceedings
Status: in_force

(a) In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.

(b) If the court requires the filing of claims, the court shall:

(i) Set a date, by order, at least one hundred twenty (120) days after the date the order is filed, as the last day for the filing of claims; and

(ii) Prescribe the notice of the fixed date that shall be given to creditors and claimants.

(c) Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.
Wyo. Stat. § 17-23-102 — WY Code / Title 17 / Chapter 23 / Section 17-23-102
§ 17-23-102. Definitions
Status: in_force

(a) As used in this chapter:

(i) “Beneficial owner” means any owner of a beneficial interest in a statutory trust. The fact of ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in conformity to the applicable provisions of the governing instrument of the statutory trust;

(ii) “Governing instrument” means a trust instrument which creates a statutory trust and provides for the governance of the affairs of the statutory trust and the conduct of its business. A governing instrument may:

(A) Provide that a person shall become a beneficial owner and shall become bound by the governing instrument if the person, or a representative authorized by the person orally, in writing or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest; and

(B) Consist of one (1) or more agreements, instruments or other writings and may include or incorporate bylaws containing provisions relating to the business of the statutory trust, the conduct of its affairs and its rights or powers or the rights or powers of its trustees, beneficial owners, agents or employees.

(iii) “Other business entity” means a corporation, a partnership, a limited partnership, a limited liability company, a common-law trust or any other unincorporated business, excluding a statutory trust;

(iv) “Person” means a natural person, partnership, limited partnership, limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity;

(v) “Statutory trust” means an unincorporated association which:

(A) Is created by a trust instrument under which property is or will be held, managed, administered, controlled, invested, reinvested or operated, or business or professional activities for profit are carried on or will be carried on, by a trustee or trustees for the benefit of a person who is or may become entitled to a beneficial interest in the trust property, including but not limited to a trust of the type known at common law as a “business trust,” “Massachusetts trust,” a trust qualifying as a real estate investment trust under sections 856 through 859 of the United States Internal Revenue Code of 1986 , as amended, or under any successor provision, or a trust qualifying as a real estate mortgage investment conduit under section 860D of the United States Internal Revenue Code of 1986 , as amended, or under any successor provision; and

(B) Files a certificate of trust pursuant to W.S. 17-23-114 . Any association meeting the definition of this paragraph whether organized before or after the effective date of this chapter shall be a statutory trust and a separate legal entity.

(vi) “Trustee” means the person or persons appointed as a trustee in accordance with the governing instrument of a statutory trust, and may include the beneficial owners or any of them.
Wyo. Stat. § 17-16-1405 — WY Code / Title 17 / Chapter 16 / Section 17-16-1405
§ 17-16-1405. Effect of dissolution
Status: in_force

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(i) Collecting its assets;

(ii) Disposing of its properties that will not be distributed in kind to its shareholders;

(iii) Discharging or making provision for discharging its liabilities;

(iv) Distributing its remaining property among its shareholders according to their interests; and

(v) Doing every other act necessary to wind up and liquidate its business and affairs.

(b) Dissolution of a corporation does not:

(i) Transfer title to the corporation's property;

(ii) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;

(iii) Subject its directors or officers to standards of conduct different from those prescribed in article 8;

(iv) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;

(v) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(vi) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(vii) Terminate the authority of the registered agent of the corporation.
Wyo. Stat. § 17-19-1022 — WY Code / Title 17 / Chapter 19 / Section 17-19-1022
§ 17-19-1022. Class voting by members on amendments
Status: in_force

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

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

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

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

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

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

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

(vi) Authorize a new class of memberships.

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

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

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

(f) A class of members is entitled to the voting rights granted by this section although the articles and bylaws provide that the class may not vote on the proposed amendment.
Wyo. Stat. § 17-29-1101 — WY Code / Title 17 / Chapter 29 / Section 17-29-1101
§ 17-29-1101. Uniformity of application and construction
Status: in_force

In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Wyo. Stat. § 17-30-105 — WY Code / Title 17 / Chapter 30 / Section 17-30-105
§ 17-30-105. Electronic records and signatures
Status: in_force

The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to the requirements of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7002 , and supersede, modify and limit the requirements of the Electronic Signatures in Global and National Commerce Act.
Wyo. Stat. § 17-7-307 — WY Code / Title 17 / Chapter 7 / Section 17-7-307
§ 17-7-307. Reviewing compliance
Status: in_force

Compliance with this act shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken.
Wyo. Stat. § 17-23-302 — WY Code / Title 17 / Chapter 23 / Section 17-23-302
§ 17-23-302. Construction and application of chapter and governing instrument
Status: in_force

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) It is the policy of this chapter to give maximum effect to the principle of freedom of contract and to the enforceability of governing instruments.
Wyo. Stat. § 17-18-101 — WY Code / Title 17 / Chapter 18 / Section 17-18-101
§ 17-18-101. Short title
Status: in_force

This act shall be known and may be cited as the “Wyoming Management Stability Act”.
Wyo. Stat. § 17-14-901 — WY Code / Title 17 / Chapter 14 / Section 17-14-901
§ 17-14-901. Nonjudicial dissolution
Status: repealed

(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(i) At the time specified in the certificate of limited partnership;

(ii) Upon the happening of events specified in writing in the partnership agreement;

(iii) Written consent of all partners;

(iv) Repealed by Laws 1999, ch. 145, § 2.

(v) Entry of a decree of judicial dissolution under W.S. 17-14-902 ;

(vi) A vote to dissolve by all of the limited partners, or a number or percentage of limited partners specified in the partnership agreement, within ninety (90) days after an event of withdrawal of the last remaining general partner; or

(vii) The failure of the limited partners to admit or appoint another general partner within ninety (90) days after an event of withdrawal of the last remaining general partner.
Wyo. Stat. § 17-18-102 — WY Code / Title 17 / Chapter 18 / Section 17-18-102
§ 17-18-102. Definitions
Status: in_force

(a) The definitions used in the Wyoming Business Corporations Act ( W.S. 17-16-101 through 17-16-1810 ) shall apply to this act unless inconsistent with the definitions in this section.

(b) As used in this act:

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

(ii) “Associate,” when used to indicate a relationship with any person, means:

(A) Any entity of which the person is a director, officer or partner or is, directly or indirectly, the owner of ten percent (10%) or more of any class of voting stock or similar securities of the entity;

(B) Any trust or other estate in which the person has at least a ten percent (10%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; or

(C) Any relative or spouse of the person, or any relative of the spouse, who has the same residence as the person or who is a director or officer of the person or any of its affiliates.

(iii) “Beneficial owner of a security” means any person who, directly or indirectly, has the power to vote or direct the voting of all or part of the voting rights of the security, or has the power to dispose of or direct the disposition of the security;

(iv) “ Business combination, ” when used in reference to any corporation and any interested stockholder of that corporation, means:

(A) Any merger, consolidation or share exchange of the corporation or any subsidiary with:

(I) The interested stockholder;

(II) A foreign or domestic corporation that is, or after the merger, consolidation or share exchange would be, an affiliate or associate of the interested stockholder; or

(III) Another corporation, if the merger, consolidation or share exchange is caused by an interested stockholder, and as a result of the merger, consolidation or share exchange any section of this act does not apply to the surviving corporation.

(B) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one (1) transaction or a series of transactions, except proportionately as a stockholder of the corporation, to or with the interested stockholder or any affiliate or associate of the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any subsidiary which assets:

(I) Have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation;

(II) Have an aggregate book value equal to ten percent (10%) or more of either the aggregate book value of all the assets of the corporation determined on a consolidated basis or of the aggregate stockholders equity of the corporation; or

(III) Represent ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the corporation.

(C) Any transaction or series of transactions which results in the issuance or transfer by the corporation, or by any subsidiary, of any stock of the corporation or of the subsidiary to the interested stockholder except:

(I) Any transaction pursuant to the exercise, exchange or conversion of securities into stock of the corporation or any subsidiary, which securities before the stockholder became an interested stockholder were outstanding and exercisable for or convertible into the stock; or

(II) Any of the following transactions provided there is no increase in the interested stockholder's proportionate share of the corporation's stock of any class or series or of the corporation's voting stock:

(1) Pursuant to a distribution made, or the exercise, exchange or conversion of securities into stock of the corporation or any subsidiary of securities distributed, pro rata to all holders of a class or series of stock of the corporation, after the stockholder became an interested stockholder;

(2) Pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of the stock; or

(3) Any issuance or transfer of stock by the corporation.

(D) Any transaction involving the corporation or any subsidiary which has the effect, directly or indirectly, of increasing the proportionate share of the corporation's or a subsidiary's stock of any class or series, or securities convertible into the stock of any class or series, owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder;

(E) Any receipt by the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the corporation, of any loans, advances, guarantees, pledges or other financial assistance, or a tax credit or other tax advantage, other than those expressly permitted in subparagraphs (A) through (D) of this paragraph, provided by or through the corporation or any subsidiary; or

(F) The adoption of a plan or a proposal for the liquidation and dissolution of the corporation proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an interested stockholder or an affiliate or associate of the interested stockholder.

(v) “Control,” including the term “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of ten percent (10%) or more of an entity's outstanding voting stock or similar interests shall be presumed to have control of the entity, in the absence of proof by a preponderance of the evidence to the contrary. A presumption of control shall not apply where the person holds voting stock or similar interests, in good faith and not for the purpose of circumventing this act, as an agent, bank, broker, nominee, custodian or trustee for one (1) or more owners who do not individually or as a group have control of the other person;

(vi) “Equity security” means:

(A) Any share or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws, or governing instrument of the target company or the right to vote for directors or persons performing substantially similar functions by operation of law;

(B) Any security convertible into a security described in subparagraph (A) of this paragraph or any warrant or right to purchase that security; or

(C) Any other security which, for the protection of investors, is an equity security pursuant to regulation of the secretary of state.

(vii) “Interested stockholder”:

(A) Means any person and the affiliates and associates of the person, other than the corporation and any subsidiary, that:

(I) Is the owner of fifteen percent (15%) or more of the outstanding voting stock of the corporation; or

(II) Is an affiliate or associate of the corporation and was the owner of fifteen percent (15%) or more of the outstanding voting stock of the corporation at any time within the three (3) year period immediately before it is to be determined whether the person is an interested stockholder.

(B) But does not mean:

(I) Any person who:

(1) Owned shares in excess of the fifteen percent (15%) limitation as of January 1, 1990, acquired shares pursuant to a tender offer commenced prior to January 1, 1989, or owned shares pursuant to an exchange offer announced prior to January 1, 1989 and commenced within ninety (90) days; and

(2) Continued to own shares in excess of the fifteen percent (15%) limitation or would have but for action by the corporation.

(II) Any person who acquired the shares from a person described in subdivision (B)(I) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or

(III) Any person whose ownership of shares in excess of the fifteen percent (15%) limitation is the result of action taken solely by the corporation provided that the person shall be an interested stockholder if, after the corporate action, he acquires additional voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by that person.

(viii) “Large publicly traded corporation” means a corporation which had assets at the end of its most recent fiscal year of at least ten million dollars ($10,000,000.00) according to generally accepted accounting principles and which:

(A) Has a class of voting stock listed on a national securities exchange;

(B) Has a class of voting stock authorized for quotation on an inter dealer quotation system of a registered national securities association; or

(C) Has a class of voting stock held of record by more than one thousand (1,000) stockholders.

(ix) “Offeree” means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer;

(x) “Offeror” means a person who makes or in any way participates in making a takeover offer. The term includes all affiliates of that person and all persons who act jointly or in concert with that person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to, the equity securities of a target company. It also includes the target company with respect to acquisitions of its own equity securities and with respect to periods of time when it is controlled by or under common control with the offeror. It does not include a financial institution or broker-dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker-dealer, newspaper or magazine of general circulation, consultant, or other person furnishing information, services, or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer;

(xi) “Owner” including the terms “own” and “owned” when used with respect to any stock means a person that individually or with or through any of its affiliates or associates:

(A) Beneficially owns the stock, directly or indirectly;

(B) Has the right to acquire the stock, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. A person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by that person or any of that person's affiliates or associates until the tendered stock is accepted for purchase or exchange;

(C) Has the right to vote the stock pursuant to any agreement, arrangement or understanding. A person shall not be deemed the owner of any stock because of the person's right to vote the stock if the agreement, arrangement or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(D) Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in subparagraph (C) of this paragraph, or disposing of that stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, that stock.

(xii) “Qualified corporation” means any large publicly traded corporation, incorporated in Wyoming, and which has substantial business operations within Wyoming;

(xiii) “Stockholder” means “shareholder” as defined by W.S. 17-16-140(a)(xxxix) ;

(xiv) “Subsidiary” means a corporation or other person of which a majority of the outstanding voting stock or similar securities are owned, directly or indirectly, by the corporation;

(xv) “ Substantial business operations within the state of Wyoming ” means:

(A) At least ten percent (10%) of the corporation's full-time permanent employees are employed within the state;

(B) At least one hundred (100) full-time permanent employees are employed within the state;

(C) At least ten million dollars ($10,000,000.00) in fair market value of the corporation's assets are deposited within Wyoming financial institutions;

(D) The principal operating headquarters and the primary offices of the chief executive officer are within Wyoming; or

(E) The corporation has a combination of assets deposited within Wyoming financial institutions, assets assessed for ad valorem taxation within Wyoming, and assets within Wyoming not subject to ad valorem taxation which are sufficient to cause the corporation to pay the tax required by W.S. 17-16-1630(a) . The payment of the tax required by W.S. 17-16-1630(a) shall be deemed conclusive evidence of substantial business operations within Wyoming.

(xvi) “Substantially equivalent terms” means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company, determined on a per share or a per unit basis, are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class, determined on a per share or per unit basis;

(xvii) “Takeover offer” means an offer to acquire or an acquisition of any equity security of a target company pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is or will be directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company;

(xviii) “Target company” means a qualified corporation other than:

(A) A financial institution subject to regulation by the state banking commissioner, if the takeover offer is subject to approval by the state banking commissioner;

(B) A corporation subject to regulation by the public service commission, if the takeover offer is subject to approval of the public service commission; or

(C) A public utility, public utility holding company, bank holding company, or savings and loan association subject to regulation by a federal agency if the takeover offer is subject to the approval by that federal agency.

(xix) “Voting stock” means:

(A) For purposes other than determining whether a person is an interested stockholder, stock of any class or series entitled to vote generally in the election of directors;

(B) For purposes of determining whether a person is an interested stockholder, stock deemed to be owned by the person but shall not include any other unissued stock of the corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

(xx) “This act” means W.S. 17-18-101 through 17-18-403 .

(c) For the purpose of determining whether a person is an interested stockholder as defined in paragraph (b)(vii) of this section, the number of voting stock of the corporation considered outstanding includes stock considered owned by that person, but does not include other unissued voting stock of the qualified corporation that may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
Wyo. Stat. § 17-16-863 — WY Code / Title 17 / Chapter 16 / Section 17-16-863
§ 17-16-863. Shareholders' action
Status: in_force

(a) Shareholders' action respecting a director's conflicting interest transaction is effective for purposes of W.S. 17-16-861(b)(ii) if a majority of the votes cast by the holders of all qualified shares are in favor of the transaction after:

(i) Notice to shareholders describing the action to be taken respecting the transaction;

(ii) Provision to the corporation of the information referred to in subsection (b) of this section; and

(iii) Communication to the shareholders entitled to vote on the transaction of the information that is the subject of required disclosure, or modified disclosure as described in W.S. 17-16-862(b) if the director's conflicting interest transaction is of the type described in that subsection, to the extent the information is not known by them.

(b) A director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary or other officer or agent of the corporation authorized to tabulate votes, in writing, of the number of shares that the director knows are not qualified shares under subsection (c) of this section and the identity of the holders of those shares.

(c) For purposes of this section:

(i) “ Holder ” means and “ held by ” refers to shares held by both a record shareholder, as defined in W.S. 17-16-1301(a)(vi) , and a beneficial shareholder as defined in W.S. 17-16-1301(a)(i) ;

(ii) “ Qualified shares ” means all shares entitled to be voted with respect to the transaction except for shares that the secretary or other officer or agent of the corporation authorized to tabulate votes either knows, or under subsection (b) of this section is notified, are held by:

(A) A director who has a conflicting interest respecting the transaction; or

(B) A related person of the director, excluding a person described in W.S. 17-16-860(a)(v)(F) .

(d) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of compliance with this section. Subject to the provisions of subsection (e) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or by the voting, of shares that are not qualified shares.

(e) If a shareholders' vote does not comply with subsection (a) of this section solely because of a director's failure to comply with subsection (b) of this section, and if the director establishes that the failure was not intended to influence and did not in fact determine the outcome of the vote, the court may give the effect, if any, to the shareholders' vote, as the court considers appropriate in the circumstances.

(f) Where shareholders' action under this section does not satisfy a quorum or voting requirement applicable to the authorization of the transaction by reason of the articles of incorporation, the bylaws or a provision of law, independent action to satisfy those authorization requirements must be taken by the shareholders, in which action shares that are not qualified shares may participate.
Wyo. Stat. § 17-30-1003 — WY Code / Title 17 / Chapter 30 / Section 17-30-1003
§ 17-30-1003. Sealing and availability of documents
Status: in_force

Except for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory foundation shall be sealed and shall not be made a part of the public record of the proceeding except as otherwise required by law. A filed document or court order issued shall be available to the court, a founder, the board of directors, a protector, the attorney of any of the persons specified in this section and any other interested person as the court may order upon a showing of need.
Wyo. Stat. § 17-10-210 — WY Code / Title 17 / Chapter 10 / Section 17-10-210
§ 17-10-210. Amendment of organizational documents to be governed by this article
Status: in_force

(a) A business entity organized and doing business under other statutes of this state or under the laws of other states that has or will conduct business as a cooperative may become subject to this article by amending its organizational documents to conform to the requirements of articles of organization under this article.

(b) A business entity organized under other statutes of this state may amend its articles in the manner provided under the statute that it is governed by for the adoption of amendments to comply with the provisions of this article and file the amended articles with the secretary of state to be a cooperative governed under this article. The status of the business entity under the other statutes terminates with the filing of articles to be governed under this article.

(c) A business entity organized under laws of other states shall amend its organizational documents in the manner required by the laws of the state where it was organized to comply with the provisions of this article. After the organizational documents are amended, the business entity shall file a certified copy of the organizational documents as amended with the secretary of state to comply with the provisions of this article with the fees and requirements prescribed for filing articles. After filing, the business entity is a cooperative in this state organized under and subject to the provisions of this article.
Wyo. Stat. § 17-16-206 — WY Code / Title 17 / Chapter 16 / Section 17-16-206
§ 17-16-206. Bylaws
Status: in_force

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

(b) The bylaws of a corporation may contain any provision for managing the business and regulating 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 shareholder meeting.
Wyo. Stat. § 17-19-1117 — WY Code / Title 17 / Chapter 19 / Section 17-19-1117
§ 17-19-1117. Consolidation with a governmental subdivision
Status: in_force

Except for W.S. 17-19-1111 , this article does not apply if a public benefit, mutual benefit or religious corporation consolidates with a governmental subdivision. The corporation shall file notice with the secretary of state of the consummated consolidation.
Wyo. Stat. § 17-20-603 — WY Code / Title 17 / Chapter 20 / Section 17-20-603
§ 17-20-603. Requirement of members
Status: in_force

A cooperative utility is required to have members.
Wyo. Stat. § 17-21-905 — WY Code / Title 17 / Chapter 21 / Section 17-21-905
§ 17-21-905. Effect of merger
Status: in_force

(a) When a merger takes effect:

(i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;

(ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;

(iii) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and

(iv) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.

(b) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office, of any change of address and the email address of its chief executive officer. Upon receipt of process, the secretary of state shall mail or electronically submit a copy of the process to the surviving foreign partnership or limited partnership.

(c) A partner of the surviving partnership or limited partnership is liable for:

(i) All obligations of a party to the merger for which the partner was personally liable before the merger;

(ii) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and

(iii) All obligations of the surviving entity incurred after the merger takes effect.

(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in W.S. 17-21-808(c) as if the merged party were dissolved.

(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under W.S. 17-21-701 . The surviving entity is bound under W.S. 17-21-702 by an act of a partner dissociated under this subsection and the partner is liable under W.S. 17-21-703 for transactions entered into by the surviving entity after the merger takes effect.
Wyo. Stat. § 17-26-101 — WY Code / Title 17 / Chapter 26 / Section 17-26-101
§ 17-26-101. Conversion of entities
Status: in_force

(a) Any entity, domestic or foreign, may convert to any other entity, domestic or foreign, pursuant to this section. As used in this section, “ entity ” means any entity authorized to be formed under this title and organized under the laws of this state or the laws of another state that are the functional equivalent.

(b) A domestic entity may be converted into any form of foreign entity recognized in that foreign jurisdiction pursuant to this section.

(c) A foreign entity may be converted into a domestic entity if the conversion is authorized pursuant to the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, registration statement or other document of similar import filed or recorded by or for an entity in the jurisdiction in which the entity is formed.

(d) The converting domestic or foreign entity shall approve the terms and conditions of the conversion in accord with the documents enumerated in subsection (c) of this section.

(e) After the conversion is approved, the newly converted domestic entity shall file the appropriate document of organization as enumerated in subsection (c) of this section and include:

(i) Information that clearly names and identifies the converting entity and the newly converted entity;

(ii) The state of original formation and the date of original organization; and

(iii) Proof that conversion is approved by the owners or members of the converting entity in accordance with the authority given the converting entity.

(f) The conversion takes effect when the appropriate document of organization enumerated in subsection (c) of this section is filed or at any later date specified in the document.

(g) Upon conversion, all property owned by the converting entity remains in the newly converted entity. All obligations of the converting entity continue as obligations of the newly converted entity. Any action or proceeding pending against the converting entity may be continued as if the conversion had not occurred.

(h) The secretary of state shall charge a fee to convert an entity. Unless otherwise specified by law, the fee for conversion shall be equal to the fee for the origination of the newly converted entity type.
Wyo. Stat. § 17-16-701 — WY Code / Title 17 / Chapter 16 / Section 17-16-701
§ 17-16-701. Annual meeting
Status: in_force

(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by W.S. 17-16-704 , a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

(b) Annual shareholders' 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 meetings shall be held at the corporation's principal office. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication. The board shall take into consideration stockholders' ability to participate by remote communication and provide an alternative means of participation for those stockholders unable to participate by remote communication. If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures the board of directors may adopt, stockholders and proxies not physically present at a meeting of stockholders may, by means of remote communication:

(i) Participate in a meeting of stockholders; and

(ii) Be deemed present in person and vote at a meeting of stockholders, whether the meeting is held at a designated place or solely by means of remote communication, provided that the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy. The corporations shall implement reasonable measures to provide the stockholders and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceeding. If any stockholder or proxy votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.

(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
Wyo. Stat. § 17-14-1013 — WY Code / Title 17 / Chapter 14 / Section 17-14-1013
§ 17-14-1013. Issuance of certificate of continuance
Status: in_force

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

(i) Endorse on each duplicate original application the word “filed,” and the month, day and year of the filing;

(ii) File one (1) duplicate original in his office;

(iii) Issue a certificate of continuance to continue in this state;

(iv) Notify the secretary of state or appropriate official in the state of terminated domicile that a certificate of continuance has been issued in this state.

(b) The certificate of continuance, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.

(c) The certificate of continuance may incorporate by reference the original certificate of limited partnership. The original certificate is deemed amended to the extent necessary to conform to the laws of Wyoming and the provisions of the certificate of continuance.
Wyo. Stat. § 17-7-303 — WY Code / Title 17 / Chapter 7 / Section 17-7-303
§ 17-7-303. Standard of conduct in managing and investing institutional fund
Status: in_force

(a) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.

(b) In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

(c) In managing and investing an institutional fund, an institution:

(i) May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and

(ii) Shall make a reasonable effort to verify facts relevant to the management and investment of the fund.

(d) An institution may pool two (2) or more institutional funds for purposes of management and investment.

(e) Except as otherwise provided by a gift instrument, the following rules shall apply:

(i) In managing and investing an institutional fund, the following factors if relevant shall be considered:

(A) General economic conditions;

(B) The possible effect of inflation or deflation;

(C) The expected tax consequences, if any, of investment decisions or strategies;

(D) The role that each investment or course of action plays within the overall investment portfolio of the fund;

(E) The expected total return from income and the appreciation of investments;

(F) Other resources of the institution;

(G) The needs of the institution and the fund to make distributions and to preserve capital; and

(H) An asset's special relationship or special value, if any, to the charitable purposes of the institution.

(ii) Management and investment decisions about an individual asset shall be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution;

(iii) Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section;

(iv) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification;

(v) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act;

(vi) A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
Wyo. Stat. § 17-19-1007 — WY Code / Title 17 / Chapter 19 / Section 17-19-1007
§ 17-19-1007. Amendment pursuant to judicial reorganization
Status: in_force

(a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to W.S. 17-19-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles after amendment contain only provisions required or permitted by W.S. 17-19-202 .

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

(i) The name of the corporation;

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

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

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

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

(c) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
Wyo. Stat. § 17-16-1324 — WY Code / Title 17 / Chapter 16 / Section 17-16-1324
§ 17-16-1324. Payment
Status: in_force

(a) Except as provided in W.S. 17-16-1325 , within one hundred twenty (120) days after the form required by W.S. 17-16-1322(b)(ii)(B) is due, the corporation shall pay in cash or other agreed upon consideration to those shareholders who complied with W.S. 17-16-1323 the amount the corporation estimates to be the fair value of his shares, plus interest.

(b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:

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

(ii) A statement of the corporation's estimate of the fair value of the shares which estimate shall equal or exceed the corporation's estimate given pursuant to W.S. 17-16-1322(b)(ii)(C) ;

(iii) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under W.S. 17-16-1326 and that if any shareholder does not do so within the time period specified therein, the shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this article.
Wyo. Stat. § 17-20-1402 — WY Code / Title 17 / Chapter 20 / Section 17-20-1402
§ 17-20-1402. Dissolution by directors, members and third persons
Status: in_force

Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to W.S. 17-19-1402(c) require a greater vote, dissolution is authorized if it is approved as provided by W.S. 17-19-1402(a)(i) and (iii) and by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utility.
Wyo. Stat. § 17-17-125 — WY Code / Title 17 / Chapter 17 / Section 17-17-125
§ 17-17-125. Limited liability
Status: in_force

The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
Wyo. Stat. § 17-11-112 — WY Code / Title 17 / Chapter 11 / Section 17-11-112
§ 17-11-112. Depository of funds
Status: in_force

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.
Wyo. Stat. § 17-16-1534 — WY Code / Title 17 / Chapter 16 / Section 17-16-1534
§ 17-16-1534. Applicability of chapter 23 to foreign statutory trust companies
Status: in_force

To the extent not inconsistent with the Wyoming Statutory Trust Act, W.S. 17-23-101 through 17-23-302 , a statutory trust as defined in W.S. 17-23-102(a)(v) , which is organized in another jurisdiction may do business in Wyoming by complying with W.S. 17-16-1501 through 17-16-1507 , 17-16-1520 and 17-16-1530 through 17-16-1532 .
Wyo. Stat. § 17-29-905 — WY Code / Title 17 / Chapter 29 / Section 17-29-905
§ 17-29-905. Special litigation committee
Status: in_force

(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under W.S. 17-29-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.

(b) A special litigation committee may be composed of one (1) or more disinterested and independent individuals, who may be members.

(c) A special litigation committee may be appointed:

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

(A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and

(B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or

(ii) In a manager-managed limited liability company:

(A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and

(B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.

(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:

(i) Continue under the control of the plaintiff;

(ii) Continue under the control of the committee;

(iii) Be settled on terms approved by the committee; or

(iv) Be dismissed.

(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
Wyo. Stat. § 17-16-1601 — WY Code / Title 17 / Chapter 16 / Section 17-16-1601
§ 17-16-1601. Corporate records
Status: in_force

(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.

(b) A corporation shall maintain appropriate accounting records.

(c) A record of shareholders administered by or on behalf of a corporation shall be kept in a form that permits preparation of a list of the identities of all shareholders, in alphabetical or numerical order by class of shares showing the number and class of shares held by each. The list shall also show each shareholder's physical mailing address, if the identity of a shareholder on the list consists of the shareholder's name, and each shareholder's authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder's data address. A record of shareholders may show both the shareholder's name and data address.

(d) Records administered by or on behalf of, or maintained by, a corporation may be kept on, or by means of, or be in the form of any information storage device or method or any one (1) or more distributed or other electronic networks or databases provided that the records are kept in written form or in another form capable of conversion into written form within a reasonable time.

(e) A corporation shall keep a copy of the following records at its principal office:

(i) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(ii) Its bylaws or restated bylaws and all amendments to them currently in effect;

(iii) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;

(iv) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;

(v) All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under W.S. 17-16-1620 ;

(vi) A list of the names and business addresses of its current directors and officers; and

(vii) Its most recent annual report delivered to the secretary of state under W.S. 17-16-1630 .
Wyo. Stat. § 17-10-253 — WY Code / Title 17 / Chapter 10 / Section 17-10-253
§ 17-10-253. Right to sue or defend after dissolution
Status: in_force

After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.
Wyo. Stat. § 17-16-806 — WY Code / Title 17 / Chapter 16 / Section 17-16-806
§ 17-16-806. Staggered terms for directors
Status: in_force

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half ( 1 / 2 ) or one-third ( 1 / 3 ) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.
Wyo. Stat. § 17-21-104 — WY Code / Title 17 / Chapter 21 / Section 17-21-104
§ 17-21-104. Supplemental principles of law
Status: in_force

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in W.S. 1-16-102 .
Wyo. Stat. § 17-28-109 — WY Code / Title 17 / Chapter 28 / Section 17-28-109
§ 17-28-109. Actions against registered agents
Status: in_force

(a) The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation, with respect to each entity represented, of this chapter for which no other specific penalty is provided, and may deny or revoke any registration, require enhanced recordkeeping and refuse to accept filings for business entities served by a registered agent if the registered agent, or in the case of registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity:

(i) Has failed to make application for registration as a commercial registered agent under W.S. 17-28-105 if applicable;

(ii) Has failed to maintain records as required by W.S. 17-28-107 ;

(iii) Cannot be served at the address of the registered office or the registered agent's email address;

(iv) Has willfully violated or willfully failed to comply with any provision of this chapter; or

(v) Cannot be located at the address on the application provided to the secretary of state.

(b) A registered agent has complied with W.S. 17-28-107 if he has timely requested from the entity, either by certified letter or through an engagement letter or other similar document, that the required information be provided and be kept current within sixty (60) days of any change until the entity's first annual report is accepted for filing with the secretary of state. It shall be a defense to an action under paragraph (a)(ii) of this section if the registered agent notifies the secretary of state of the entity's failure to provide the required information or of the registered agent's belief that the information is inaccurate, and the registered agent resigns within sixty (60) days after the date the certified letter requesting information has been sent. No fee shall be assessed a registered agent resigning pursuant to this subsection.

(c) The secretary of state may deny or revoke the registration of a registered agent who has been convicted of any felony or has had an application for commercial registered agent denied or revoked, or in the case of a registered agent that is a corporation or other business entity, its officers, directors, members, partners or persons serving in a similar capacity have been convicted of any felony or have had an application for commercial registered agent denied or revoked.

(d) In any action pursuant to this section the prevailing party may recover costs of investigation, court costs and attorney's fees.

(e) It shall be a defense to any violation under this section if the agent, in the exercise of reasonable diligence could not have known that:

(i) The information maintained by the agent is inaccurate;

(ii) The information provided by the entity represented is inaccurate; or

(iii) An entity used the registered agent's identity or address without the registered agent's knowledge or consent.

(f) The secretary of state may deny registration, require enhanced recordkeeping and refuse to accept filings from any registered agent pursuant to this section without a contested case hearing. If a contested case hearing is requested, this authority shall only apply until the hearing is resolved.

(g) Any penalty imposed against a registered agent pursuant to this act shall be paid pursuant to the final order as issued by the secretary of state. If the penalty is not paid within sixty (60) days of the order, or according to an alternate schedule indicated in the order, the secretary of state may refuse all filings by a registered agent until the penalty is paid. In addition, in the case of a registered agent that is a corporation or other business entity, the secretary of state may administratively dissolve the entity or revoke its certificate of authority if the penalty is not paid as provided in this subsection.
Wyo. Stat. § 17-30-901 — WY Code / Title 17 / Chapter 30 / Section 17-30-901
§ 17-30-901. Termination
Status: in_force

(a) A statutory foundation may be terminated, and its activities wound up, upon the occurrence of any of the following:

(i) An event or circumstance provided in the operating agreement or articles of formation of the foundation that results in or authorizes termination;

(ii) Upon consent of all adult beneficiaries, the founder and the protector, if any, agree to terminate the statutory foundation, provided that this consent is only valid to the extent that termination is not inconsistent with a material purpose of the statutory foundation;

(iii) Upon a finding of a court that the purpose of the statutory foundation can no longer be achieved.
Wyo. Stat. § 17-16-1007 — WY Code / Title 17 / Chapter 16 / Section 17-16-1007
§ 17-16-1007. Restated articles of incorporation
Status: in_force

(a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval, to consolidate all amendments into a single document.

(b) If the restated articles include one (1) or more new amendments requiring shareholder approval, the amendments shall be adopted and approved as provided in W.S. 17-16-1003 .

(c) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate which states that the restated articles consolidate all amendments into a single document and, if a new amendment is included in the restated articles, which also includes the statements required under W.S. 17-16-1006 .

(d) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(e) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (c) of this section.
Wyo. Stat. § 17-16-748 — WY Code / Title 17 / Chapter 16 / Section 17-16-748
§ 17-16-748. Shareholder action to appoint custodian or receiver
Status: in_force

(a) The district court may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:

(i) 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

(ii) The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.

(b) The court:

(i) May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;

(ii) Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and

(iii) Has jurisdiction over the corporation and all of its property, wherever located.

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

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

(i) A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and

(ii) A 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; and

(B) May sue and defend in the receiver's own name as receiver in all courts of this state.

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

(f) The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.
Wyo. Stat. § 17-3-101 — WY Code / Title 17 / Chapter 3 / Section 17-3-101
§ 17-3-101. Practice of profession through licensed stockholder or employee authorized
Status: in_force

A corporation organized under the Wyoming Business Corporation Act or the Wyoming Statutory Close Corporation Supplement, whose capital stock is owned exclusively by a person or persons licensed to practice a profession by the state of Wyoming or by an agency, office or instrumentality authorized by the laws of Wyoming to license individuals for the practice of such profession, may, by and through the person or persons of such licensed stockholder or stockholders, or licensed employees, practice and offer professional services in such profession.
Wyo. Stat. § 17-16-808 — WY Code / Title 17 / Chapter 16 / Section 17-16-808
§ 17-16-808. Removal of directors by shareholders
Status: in_force

(a) The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.

(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.
Wyo. Stat. § 17-19-831 — WY Code / Title 17 / Chapter 19 / Section 17-19-831
§ 17-19-831. Director conflict of interest
Status: in_force

(a) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable if the transaction was fair at the time it was entered into or is approved as provided in subsection (b) or (c) of this section.

(b) A transaction in which a director of a public benefit or religious corporation has a conflict of interest may be approved:

(i) In advance by the vote of the board of directors or a committee of the board if:

(A) The material facts of the transaction and the director's interest are disclosed or known to the board or committee of the board; and

(B) The directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation; or

(ii) Before or after it is consummated by obtaining approval of the:

(A) Attorney general; or

(B) District court in an action in which the attorney general is joined as a party.

(c) A transaction in which a director of a mutual benefit corporation has a conflict of interest may be approved if:

(i) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or committee of the board authorized, approved or ratified the transaction; or

(ii) The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved or ratified the transaction.

(d) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(i) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(ii) Another entity of which the director is a director, officer or trustee is a party to the transaction.

(e) For purposes of subsections (b) and (c) of this section a conflict of interest transaction is authorized, approved or ratified, if it receives the affirmative vote of a majority of the directors on the board or on the committee, who have no direct or indirect interest in the transaction, but a transaction shall not be authorized, approved or ratified under this section by a single director. If a majority of the directors on the board who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under paragraph (b)(i) or (c)(i) of this section if the transaction is otherwise approved as provided in subsection (b) or (c) of this section.

(f) For purposes of paragraph (c)(ii) of this section, a conflict of interest transaction is authorized, approved or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in paragraph (d)(i) of this section, shall not be counted in a vote of members to determine whether to authorize, approve or ratify a conflict of interest transaction under paragraph (c)(ii) of this section. The vote of these members, however, is counted in determining whether the transaction is approved under other sections of this act. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(g) The articles, bylaws or a resolution of the board may impose additional requirements on conflict of interest transactions.
Wyo. Stat. § 17-17-103 — WY Code / Title 17 / Chapter 17 / Section 17-17-103
§ 17-17-103. Definition and election of statutory close corporation status
Status: in_force

(a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation.

(b) A corporation having thirty-five (35) or fewer shareholders may become a statutory close corporation by amending its articles of incorporation to include the statement required by subsection (a) of this section. For corporations formed prior to January 1, 1990, the amendment shall be approved by all of the holders of the votes of each class or series of shares of the corporation, whether or not otherwise entitled to vote on amendments. For corporations formed on or after January 1, 1990, the amendment must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the amendment is adopted, a shareholder who voted against the amendment is entitled to assert dissenters' rights under W.S. 17-16-1301 through 17-16-1331 .
Wyo. Stat. § 17-16-1511 — WY Code / Title 17 / Chapter 16 / Section 17-16-1511
§ 17-16-1511. Merger of foreign corporation authorized to transact business in this state
Status: in_force

(a) Whenever a foreign corporation authorized to transact business in this state shall be a party to a statutory merger permitted by the laws of the state or country of incorporation, it shall, within thirty (30) days after a merger becomes effective, file with the secretary of state a current certificate of evidence issued by the proper officer of the state or country of incorporation which sets forth:

(i) The date of filing;

(ii) The names of each corporation involved and the states of incorporation; and

(iii) The name of the surviving corporation.

(b) It shall not be necessary for the corporation to procure either a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed by merger or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to transact in this state.
Wyo. Stat. § 17-19-1620 — WY Code / Title 17 / Chapter 19 / Section 17-19-1620
§ 17-19-1620. Financial statements for members
Status: in_force

(a) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements shall also be prepared on that basis.

(b) If annual financial statements are reported upon by a public accountant, the accountant's report shall accompany them. If not, the statements shall be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(i) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and

(ii) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
Wyo. Stat. § 17-16-1407 — WY Code / Title 17 / Chapter 16 / Section 17-16-1407
§ 17-16-1407. Other claims against dissolved corporation
Status: in_force

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(b) The notice shall:

(i) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located;

(ii) Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent; and

(iii) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within three (3) years or the applicable statute of limitations, whichever is less, after the publication of the notice.

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

(i) A claimant who did not receive written notice under W.S. 17-16-1406 ;

(ii) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or

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

(d) A claim that is not barred by W.S. 17-16-1406(c) or subsection (c) of this section may be enforced:

(i) Against the dissolved corporation, to the extent of its undistributed assets; or

(ii) Except as provided in W.S. 17-16-1408(d) , if the assets have been distributed in liquidation, against a shareholder of the dissolved corporation to the extent of his pro rata share of the claim or the corporate assets distributed to him in liquidation, whichever is less, but a shareholder's total liability for all claims under this section may not exceed the total amount of assets distributed to the shareholder.
Wyo. Stat. § 17-16-1536 — WY Code / Title 17 / Chapter 16 / Section 17-16-1536
§ 17-16-1536. Appeal from denial of reinstatement
Status: in_force

(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.

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

(c) The court may summarily order the secretary of state to reinstate the foreign corporation's certificate of authority or may take other action the court considers appropriate.

(d) The court's final decision may be appealed as in other civil proceedings.
Wyo. Stat. § 17-24-101 — WY Code / Title 17 / Chapter 24 / Section 17-24-101
§ 17-24-101. Business entity name; limited rights
Status: in_force

(a) The authorization granted under this title by the secretary of state to file articles of incorporation, a certificate of limited partnership, articles of organization, articles of formation, a certificate of trust or other similar document authorizing the transaction of business in this state under a corporate, limited partnership, limited liability company, statutory trust, statutory foundation or other business entity name or to reserve a name does not:

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

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

(iii) Create an exclusive right in geographic or generic terms contained within a name.
Wyo. Stat. § 17-29-404 — WY Code / Title 17 / Chapter 29 / Section 17-29-404
§ 17-29-404. Sharing of and right to distributions before dissolution
Status: in_force

(a) Any distributions made by a limited liability company before its dissolution and winding up shall be in equal shares among members and dissociated members, except:

(i) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110 ;

(ii) To the extent necessary to comply with any transfer effective under W.S. 17-29-502 and any charging order in effect under W.S. 17-29-503 ; or

(iii) 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.

(b) A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution.

(c) A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in W.S. 17-29-708(c) , a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions.

(d) If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution.
Wyo. Stat. § 17-16-841 — WY Code / Title 17 / Chapter 16 / Section 17-16-841
§ 17-16-841. Functions of officers
Status: in_force

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
Wyo. Stat. § 17-19-1430 — WY Code / Title 17 / Chapter 19 / Section 17-19-1430
§ 17-19-1430. Grounds for judicial dissolution
Status: in_force

(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;

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

(C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(D) The corporation is a public benefit corporation and is no longer able to carry out its purposes.

(ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:

(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break 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 members 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, or would otherwise have, expired;

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

(E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes.

(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.

(b) Prior to dissolving a corporation, the court shall consider whether:

(i) There are reasonable alternatives to dissolution;

(ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and

(iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
Wyo. Stat. § 17-8-116 — WY Code / Title 17 / Chapter 8 / Section 17-8-116
§ 17-8-116. Corporations; vesting of title to property in successor; filing of certified copy of commission by successor
Status: in_force

In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.
Wyo. Stat. § 17-21-309 — WY Code / Title 17 / Chapter 21 / Section 17-21-309
§ 17-21-309. Liability of incoming partner
Status: in_force

A person admitted as a partner into a partnership is liable for all obligations of the partnership arising before the person's admission as if the person had been a partner when the obligations were incurred, but this liability may be satisfied only out of partnership property.
Wyo. Stat. § 17-19-822 — WY Code / Title 17 / Chapter 19 / Section 17-19-822
§ 17-19-822. Call and notice of meetings
Status: in_force

(a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice.

(b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board shall be preceded by at least two (2) days notice to each director of the date, time, and place, but not the purpose, of the meeting.

(c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to W.S. 17-19-823 .

(d) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president or twenty percent (20%) of the directors then in office may call and give notice of a meeting of the board.
Wyo. Stat. § 17-23-121 — WY Code / Title 17 / Chapter 23 / Section 17-23-121
§ 17-23-121. Indemnification
Status: in_force

(a) Subject to standards and restrictions, if any, as are set forth in the governing instrument, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever.

(b) The absence of a provision for indemnity in the governing instrument shall not be construed to deprive any trustee or beneficial owner or other person of any right to indemnity which is otherwise available to the person under the laws of this state.