Wyo. Stat. § 17-16-853 — WY Code / Title 17 / Chapter 16 / Section 17-16-853
§ 17-16-853. Advance for expenses
Status: repealed

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse the expenses incurred in connection with the proceeding by an individual who is a party to a proceeding because that individual is a member of the board of directors if he delivers to the corporation:

(i) A written affirmation of his good faith belief that the standard of conduct described in W.S. 17-16-851 has been met by the director or that the proceeding involves conduct for which liability has been eliminated under a provision of the articles of incorporation as authorized by W.S. 17-16-202(b)(iv) ; and

(ii) His written undertaking to repay any funds advanced if the director is not entitled to mandatory indemnification under W.S. 17-16-852 and it is ultimately determined under W.S. 17-16-854 or 17-16-855 that he has not met the standard of conduct described in W.S. 17-16-851 .

(iii) Repealed by Laws 1997, ch. 190, § 3.

(b) The undertaking required by paragraph (a)(ii) of this section shall be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.

(c) Authorizations under this section shall be made:

(i) By the board of directors:

(A) If there are two (2) or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two (2) or more qualified directors appointed by such a vote; or

(B) If there are fewer than two (2) qualified directors, by the vote necessary for action by the board in accordance with W.S. 17-16-824(c) , in which authorization directors who are not qualified directors may participate; or

(ii) By the shareholders, but shares owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
Wyo. Stat. § 17-19-611 — WY Code / Title 17 / Chapter 19 / Section 17-19-611
§ 17-19-611. Transfers
Status: in_force

(a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom.

(b) No member of a public benefit or religious corporation may transfer a membership or any right arising therefrom.

(c) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued prior to the adoption of the restriction unless the restriction is approved by the members and the affected member.
Wyo. Stat. § 17-11-104 — WY Code / Title 17 / Chapter 11 / Section 17-11-104
§ 17-11-104. Powers of corporation generally
Status: in_force

(a) In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:

(i) To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabilities for any of the purposes of the corporation;

(ii) To borrow money from its members, the small business administration or any other similar federal agency, or the state of Wyoming or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval;

(iii) To make loans to any project, person, firm, corporation, association or trust, to invest in a small business investment company as regulated by the small business administration, and to establish and regulate the terms and conditions with respect to those loans or investments;

(iv) To cooperate with and avail itself of the facilities of the United States department of commerce, the Wyoming business council created by W.S. 9-12-103 and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof;

(v) To do all acts and things necessary or convenient to carry out the powers expressly granted in this act.

(b) In addition to the powers herein enumerated, the corporation if organized as a nonprofit corporation shall have all of the powers conferred on such corporations by W.S. 17-19-101 through 17-19-1807 , and if organized as a profit corporation shall have all of the powers conferred on corporations under the Wyoming Business Corporation Act.
Wyo. Stat. § 17-4-401 — WY Code / Title 17 / Chapter 4 / Section 17-4-401
§ 17-4-401. Broker-dealers registration requirement and exemptions
Status: in_force

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

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

(i) A broker-dealer without a place of business in this state if its only transactions effected in this state are exclusively with or through:

(A) The issuer of the securities involved in the transactions;

(B) A broker-dealer registered as a broker-dealer under this act or not required to be registered as a broker-dealer under this act;

(C) An institutional investor;

(D) A nonaffiliated federal covered investment adviser with investments under management in excess of one hundred million dollars ($100,000,000.00) acting for the account of others pursuant to discretionary authority in a signed record;

(E) A bona fide preexisting customer whose principal place of residence is not in this state and the person is registered as a broker-dealer under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the customer maintains a principal place of residence;

(F) A bona fide preexisting customer whose principal place of residence is in this state but was not present in this state when the customer relationship was established, if:

(I) The broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities laws of the state in which the customer relationship was established and where the customer had maintained a principal place of residence; and

(II) Within forty-five (45) days after the customer's first transaction in this state, the person files an application for registration as a broker-dealer in this state and a further transaction is not effected more than seventy-five (75) days after the date on which the application is filed, or, if earlier, the date on which the secretary of state notifies the person that the secretary of state has denied the application for registration or has stayed the pendency of the application for good cause.

(G) Not more than one (1) customer in this state during the previous twelve (12) months, in addition to those customers specified in subparagraphs (A) through (F) and under subparagraph (H) of this paragraph, if the broker-dealer is registered under the Securities Exchange Act of 1934 or not required to be registered under the Securities Exchange Act of 1934 and is registered under the securities act of the state in which the broker-dealer has its principal place of business; and

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

(ii) A person that deals solely in United States government securities and is supervised as a dealer in government securities by the board of governors of the federal reserve system, the comptroller of the currency, the federal deposit insurance corporation, or the office of thrift supervision.

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

(d) A rule adopted or order issued under this act may permit:

(i) A broker-dealer that is registered in Canada or other foreign jurisdiction and that does not have a place of business in this state to effect transactions in securities with or for, or attempt to effect the purchase or sale of any securities by:

(A) An individual from Canada or other foreign jurisdiction who is temporarily present in this state and with whom the broker-dealer had a bona fide customer relationship before the individual entered the United States;

(B) An individual from Canada or other foreign jurisdiction who is present in this state and whose transactions are in a self-directed tax advantaged retirement plan of which the individual is the holder or contributor in that foreign jurisdiction; or

(C) An individual who is present in this state, with whom the broker-dealer customer relationship arose while the individual was temporarily or permanently resident in Canada or the other foreign jurisdiction.

(ii) An agent who represents a broker-dealer that is exempt under this subsection to effect transactions in securities or attempt to effect the purchase or sale of securities in this state as permitted for a broker-dealer described in paragraph (i) of this subsection.
Wyo. Stat. § 17-18-110 — WY Code / Title 17 / Chapter 18 / Section 17-18-110
§ 17-18-110. Takeover offer; untrue statements or omission of material facts unlawful
Status: in_force

In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive or manipulative acts or practices.
Wyo. Stat. § 17-21-307 — WY Code / Title 17 / Chapter 21 / Section 17-21-307
§ 17-21-307. Actions by and against partnership and partners
Status: in_force

(a) A partnership may sue and be sued in the name of the partnership.

(b) An action may be brought against the partnership and any or all of the partners who are personally liable for obligations of the partnership under W.S. 17-21-306 in the same action or in separate actions.

(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is a judgment against the partner.

(d) A judgment creditor of a partner may not levy execution against the assets of a partner to satisfy a judgment based on a claim against the partnership unless:

(i) The partner is personally liable for the liability of the partnership under W.S. 17-21-306 ; and

(ii) One (1) of the following conditions is satisfied:

(A) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(B) An involuntary case under title 11 of the United States Code has been commenced against the partnership and has not been dismissed within sixty (60) days after commencement or the partnership has commenced a voluntary case under title 11 of the United States Code and the case has not been dismissed;

(C) The partner has agreed that the creditor need not exhaust partnership assets;

(D) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(E) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under W.S. 17-21-308(a) or (b) .
Wyo. Stat. § 17-10-235 — WY Code / Title 17 / Chapter 10 / Section 17-10-235
§ 17-10-235. Distribution of unclaimed property
Status: in_force

(a) A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A cooperative making the election to distribute unclaimed property shall file with the secretary of state:

(i) A verified written explanation of the proof of claim of an owner establishing a right to receive the abandoned property;

(ii) Any error in the presumption of abandonment;

(iii) The name, address, and exemption number of the corporation or organization to which the property was or is to be distributed; and

(iv) The approximate date of distribution.

(b) This subsection does not alter the procedure provided by law for cooperatives to report unclaimed property to the state and the requirement that claims of owners are made to the cooperatives for a period following the publication of lists of abandoned property.

(c) The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization in accordance with this section.
Wyo. Stat. § 17-30-1102 — WY Code / Title 17 / Chapter 30 / Section 17-30-1102
§ 17-30-1102. Transfer of a statutory foundation to another jurisdiction
Status: in_force

(a) A statutory foundation formed or continued under this act may, if authorized under subsection (f) of this section and by the laws of the foreign jurisdiction, apply to the proper officer of the foreign jurisdiction for a certificate of registration and to the secretary of state of this state for a certificate of transfer. The application for a certificate of transfer shall set forth the following:

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

(ii) The name of the foreign jurisdiction to which the foundation is to be transferred;

(iii) Acknowledgement that the foundation shall surrender its articles of formation under this act upon transfer to the foreign jurisdiction; and

(iv) A statement that the transfer was duly approved by the board of directors in the manner required by subsection (f) of this section.

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

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

(d) For the purposes of the laws of this state, upon issuance of a certificate of transfer, the statutory foundation shall be continued as if it had been organized under the laws of the foreign jurisdiction and shall become a statutory foundation under the laws of the foreign jurisdiction, upon issuance by such foreign jurisdiction of a certificate of registration.

(e) In addition to all other fees and impositions, a statutory foundation organized or continued under the laws of this state shall pay to the secretary of state a special fee established by rule before receiving a certificate of transfer pursuant to subsection (c) of this section.

(f) A resolution to transfer the statutory foundation to a foreign jurisdiction shall be adopted by the board of directors unless the operating agreement of the foundation provides otherwise.

(g) The statutory foundation may represent to the proper officer of the foreign jurisdiction to which the statutory foundation is transferred that the laws of this state permit such transfer, and may describe the authorization extended by this section as permitting the continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction, in order for the statutory foundation to be accepted in that foreign jurisdiction, provided that the statutory foundation may not misrepresent the requirements or effects of this section.
Wyo. Stat. § 17-16-706 — WY Code / Title 17 / Chapter 16 / Section 17-16-706
§ 17-16-706. Waiver of notice
Status: in_force

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

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

(i) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder 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 shareholder objects to considering the matter when it is presented.
Wyo. Stat. § 17-16-604 — WY Code / Title 17 / Chapter 16 / Section 17-16-604
§ 17-16-604. Fractional shares
Status: in_force

(a) A corporation may:

(i) Issue fractions of a share or pay in money the value of fractions of a share;

(ii) Arrange for disposition of fractional shares by the shareholders; or

(iii) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.

(b) Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required by W.S. 17-16-625(b) .

(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.

(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:

(i) That the scrip will become void if not exchanged for full shares before a specified date; and

(ii) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Wyo. Stat. § 17-20-601 — WY Code / Title 17 / Chapter 20 / Section 17-20-601
§ 17-20-601. Admission
Status: in_force

(a) No person who is not an incorporator shall become a member of a cooperative utility unless the person agrees to use the services furnished by the cooperative utility on a continuing basis when such services shall be available through its facilities. The bylaws may provide that any person, including an incorporator, shall cease to be [a] member of the cooperative utility if the member fails or refuses to use the services made available by the cooperative utility, or if services are not made available to the member by the cooperative utility within the specified time after the person has become a member.

(b) The bylaws may prescribe additional qualifications and limitations in respect to membership.
Wyo. Stat. § 17-20-101 — WY Code / Title 17 / Chapter 20 / Section 17-20-101
§ 17-20-101. Short title
Status: in_force

This act shall be known and may be cited as the “Wyoming Cooperative Utilities Act”.
Wyo. Stat. § 17-8-103 — WY Code / Title 17 / Chapter 8 / Section 17-8-103
§ 17-8-103. Contents, execution and filing of articles of incorporation; competency to transact business in corporate name
Status: in_force

(a) The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix:

(i) The name of the church, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed;

(ii) The object and purpose of the incorporation;

(iii) The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property;

(iv) The manner in which it may contract and become bound for debts and may convey, encumber or change its property;

(v) The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled;

(vi) The time of the commencement and the termination of the corporation;

(vii) By what officers its affairs shall be conducted.

(b) Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.
Wyo. Stat. § 17-14-805 — WY Code / Title 17 / Chapter 14 / Section 17-14-805
§ 17-14-805. Deceased or incompetent partner; dissolved or terminated partner
Status: in_force

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
Wyo. Stat. § 17-11-114 — WY Code / Title 17 / Chapter 11 / Section 17-11-114
§ 17-11-114. First meeting
Status: in_force

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day appointed for the meeting, or may be held without such notice upon waiver in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.

(b) At such first meeting, the incorporators shall adopt bylaws, elect directors, and take such other action as the incorporators may see fit. Eight (8) of the incorporators shall constitute a quorum for the transaction of business.
Wyo. Stat. § 17-23-113 — WY Code / Title 17 / Chapter 23 / Section 17-23-113
§ 17-23-113. Applicability of trust law
Status: in_force

Except to the extent otherwise provided in the governing instrument or in this chapter, the laws of this state pertaining to trusts are hereby made applicable to statutory trusts. A statutory trust complying with the provisions of this chapter shall not be considered a financial institution as defined in W.S. 13-1-101(a)(ix) .
Wyo. Stat. § 17-20-1115 — WY Code / Title 17 / Chapter 20 / Section 17-20-1115
§ 17-20-1115. Consolidation with entity other than a cooperative utility
Status: in_force

(a) A cooperative utility may consolidate with any entity if:

(i) The consolidation is permitted by the law of the state or country under whose law the entity is organized and existing and each entity complies with that law in effecting the consolidation;

(ii) The entity complies with 17-19-1113 if it is the new corporation or entity;

(iii) The consolidation is approved by the affirmative vote of not less than two-thirds (2/3) of all of the members of the cooperative utilities; and

(iv) The provisions in W.S. 17-20-1201 are met.
Wyo. Stat. § 17-31-111 — WY Code / Title 17 / Chapter 31 / Section 17-31-111
§ 17-31-111. Membership interests for decentralized autonomous organizations; voting
Status: repealed

(a) For purposes of W.S. 17-31-113 and 17-31-114 and unless otherwise provided for in the articles of organization, smart contract or operating agreement:

(i) Membership interests in a decentralized autonomous organization shall be calculated by dividing a member's contribution of digital assets to the organization by the total amount of digital assets contributed to the organization at the time of a vote; or

(ii) If all members have not contributed digital assets to an organization as a prerequisite to becoming a member, each member shall possess one (1) membership interest and be entitled to one (1) vote;

(iii) Repealed by Laws 2022, ch. 36, § 2, eff. March 9, 2022.
Wyo. Stat. § 17-31-109 — WY Code / Title 17 / Chapter 31 / Section 17-31-109
§ 17-31-109. Management
Status: in_force

Management of a decentralized autonomous organization shall be vested in its members or the members and any applicable smart contracts. All smart contracts utilized by a decentralized autonomous organization shall be capable of being updated, modified or otherwise upgraded.
Wyo. Stat. § 17-19-845 — WY Code / Title 17 / Chapter 19 / Section 17-19-845
§ 17-19-845. Officers' authority to execute documents
Status: in_force

(a) Any contract or other instrument in writing executed or entered into between a corporation and any other person is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument if it is signed by any two (2) officers in Category 1 below or by one (1) officer in Category 1 below and one (1) individual in Category 2 below:

(i) Category 1--The presiding officer of the board and the president;

(ii) Category 2--A vice president, the secretary, treasurer and executive director.
Wyo. Stat. § 17-17-101 — WY Code / Title 17 / Chapter 17 / Section 17-17-101
§ 17-17-101. Short title
Status: in_force

This chapter shall be known and may be cited as the “Wyoming Statutory Close Corporation Supplement.”
Wyo. Stat. § 17-10-239 — WY Code / Title 17 / Chapter 10 / Section 17-10-239
§ 17-10-239. Winding up
Status: in_force

(a) After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:

(i) To collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and

(ii) To pay or make provision for the payment of all debts, obligations and liabilities of the cooperative according to their priorities.

(b) After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.

(c) Tangible and intangible property, including money, remaining after the discharge of the debts, obligations and liabilities of the cooperative may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.
Wyo. Stat. § 17-29-206 — WY Code / Title 17 / Chapter 29 / Section 17-29-206
§ 17-29-206. Correcting filed record
Status: in_force

(a) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a statement of correction to correct a record previously delivered by the company to the secretary of state and filed by the secretary of state, if at the time of filing the record contained inaccurate information or was defectively signed.

(b) A statement of correction under subsection (a) of this section may not state a delayed effective date and shall:

(i) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;

(ii) Specify the inaccurate information and the reason it is inaccurate or the manner in which the signing was defective; and

(iii) Correct the defective signature or inaccurate information.

(c) When filed by the secretary of state, a statement of correction under subsection (a) of this section is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed:

(i) For the purposes of W.S. 17-29-103(d) ; and

(ii) As to persons that previously relied on the uncorrected record and would be adversely affected by the retroactive effect.
Wyo. Stat. § 17-21-201 — WY Code / Title 17 / Chapter 21 / Section 17-21-201
§ 17-21-201. Partnership as entity
Status: in_force

A partnership is an entity.
Wyo. Stat. § 17-8-114 — WY Code / Title 17 / Chapter 8 / Section 17-8-114
§ 17-8-114. Corporations; execution of deeds and other written instruments
Status: in_force

All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.
Wyo. Stat. § 17-16-1325 — WY Code / Title 17 / Chapter 16 / Section 17-16-1325
§ 17-16-1325. After-acquired shares
Status: in_force

(a) A corporation may elect to withhold payment required by W.S. 17-16-1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to W.S. 17-16-1322(b)(i) .

(b) If the corporation elected to withhold payment under subsection (a) of this section, it shall, within thirty (30) days after the form required by W.S. 17-16-1322(b)(ii)(B) is due, notify all shareholders described in subsection (a) of this section:

(i) Of the information required by W.S. 17-16-1324(b)(i) ;

(ii) Of the corporation's estimate of fair value pursuant to W.S. 17-16-1324(b)(ii) ;

(iii) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under W.S. 17-16-1326 ;

(iv) That those shareholders who wish to accept the offer shall so notify the corporation of their acceptance of the corporation's offer within thirty (30) days after receiving the offer; and

(v) That those shareholders who do not satisfy the requirements for demanding appraisal under W.S. 17-16-1326 shall be deemed to have accepted the corporation's offer.

(c) Within ten (10) days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation shall pay in cash or other agreed upon consideration the amount it offered under paragraph (b)(ii) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(d) Within one hundred thirty (130) days after sending the notice described in subsection (b) of this section, the corporation shall pay in cash the amount it offered to pay under paragraph (b)(ii) of this section to each shareholder described in paragraph (b)(v) of this section.
Wyo. Stat. § 17-21-703 — WY Code / Title 17 / Chapter 21 / Section 17-21-703
§ 17-21-703. Dissociated partner's liability to other persons
Status: in_force

(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation except as provided in subsection (b) of this section.

(b) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is personally liable as a partner to the other party on account of a partnership obligation incurred in connection with a transaction entered into by the partnership or a surviving partnership under article 9 of this chapter, within two (2) years after the partner's dissociation, only if:

(i) The other party to the transaction:

(A) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;

(B) Does not have notice of the partner's dissociation; and

(C) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704 ; and

(ii) The obligation is one on account of which the partner would be personally liable under W.S. 17-21-306 if the partner had not dissociated.

(c) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.

(d) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
Wyo. Stat. § 17-29-504 — WY Code / Title 17 / Chapter 29 / Section 17-29-504
§ 17-29-504. Power of personal representative of deceased member
Status: in_force

If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in W.S. 17-29-502(c) and, for the purposes of settling the estate, the rights of a current member under W.S. 17-29-410 .
Wyo. Stat. § 17-8-117 — WY Code / Title 17 / Chapter 8 / Section 17-8-117
§ 17-8-117. Vesting of title to property in successor when held beneficially by church official and not by corporation
Status: in_force

In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.
Wyo. Stat. § 17-29-902 — WY Code / Title 17 / Chapter 29 / Section 17-29-902
§ 17-29-902. Derivative action
Status: in_force

(a) A member may maintain a derivative action to enforce a right of a limited liability company if:

(i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or

(ii) A demand under paragraph (i) of this subsection would be futile.
Wyo. Stat. § 17-10-246 — WY Code / Title 17 / Chapter 10 / Section 17-10-246
§ 17-10-246. Receiver qualifications and powers
Status: in_force

(a) A receiver shall be a natural person or a domestic corporation or a foreign corporation authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.

(b) A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.
Wyo. Stat. § 17-29-101 — WY Code / Title 17 / Chapter 29 / Section 17-29-101
§ 17-29-101. Short title
Status: in_force

This chapter may be cited as the “Wyoming Limited Liability Company Act”.
Wyo. Stat. § 17-21-1106 — WY Code / Title 17 / Chapter 21 / Section 17-21-1106
§ 17-21-1106. Statement of continuance
Status: in_force

(a) Any foreign registered limited liability partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix) , may register with the secretary of state to continue as a registered limited liability partnership in this state.

(b) To become a registered limited liability partnership, the foreign registered limited liability partnership shall file with the office of the secretary of state a statement of continuance that meets the following requirements:

(i) Complies with the provisions of W.S. 17-21-1101 , including payment of the registration fee;

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

(iii) Includes a certified copy of the partnership's original statement of registration as a registered limited liability partnership;

(iv) Contains a statement of duration of the partnership from the date of formation to present;

(v) Contains a statement that the partnership will abide by the constitution and laws of this state;

(vi) Contains any additional information necessary to enable the secretary of state to determine whether the foreign registered limited liability partnership is entitled to continue in this state as a registered limited liability partnership.

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

(d) Registration is effective immediately upon the filing of the statement of continuance or at any later date or time specified in the statement. Upon the effective date, the laws of Wyoming shall apply to the partnership as a registered limited liability partnership.

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

(f) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.
Wyo. Stat. § 17-19-1533 — WY Code / Title 17 / Chapter 19 / Section 17-19-1533
§ 17-19-1533. Reinstatement following revocation
Status: in_force

(a) A foreign corporation whose certificate of authority has been revoked under W.S. 17-19-1531 may apply to the secretary of state for reinstatement within two (2) years after the effective date of the revocation. Reinstatement may be denied by the secretary of state if the corporation has been the subject of a secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the foreign corporation has engaged in illegal operations. The application shall:

(i) Recite the name of the foreign corporation and the effective date of the revocation of its certificate of authority;

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

(iii) If the foreign corporation's certificate of authority was revoked for failure to deliver its annual report or pay annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630 , include payment of a twenty-five dollar ($25.00) reinstatement fee and payment of any fees and taxes then delinquent; and

(iv) If the foreign corporation's certificate of authority was revoked for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.

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

(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation and the foreign corporation may resume carrying on its activities as if the revocation had not occurred.

(d) A foreign corporation may retain its registered corporate name during the two (2) year reinstatement period.
Wyo. Stat. § 17-4-504 — WY Code / Title 17 / Chapter 4 / Section 17-4-504
§ 17-4-504. Filing of sales and advertising literature
Status: in_force

(a) Except as otherwise provided in subsection (b) of this section, a rule adopted or order issued under this act may require the filing of a prospectus, pamphlet, circular, form letter, advertisement, sales literature, or other advertising record relating to a security or investment advice, addressed or intended for distribution to prospective investors, including clients or prospective clients of a person registered or required to be registered as an investment adviser under this act.

(b) This section does not apply to sales and advertising literature specified in subsection (a) of this section which relates to a federal covered security, a federal covered investment adviser, or a security or transaction exempted by W.S. 17-4-201 through 17-4-204 except as required pursuant to W.S. 17-4-201(a)(vii) .
Wyo. Stat. § 17-18-112 — WY Code / Title 17 / Chapter 18 / Section 17-18-112
§ 17-18-112. Administration; regulations; rulemaking authority; individual liability of state officers or employees prohibited
Status: in_force

(a) This act shall be administered by the secretary of state of Wyoming.

(b) The secretary of state may promulgate reasonable rules and regulations necessary to carry out the purposes of this act.

(c) Neither the secretary of state, nor any of his employees, shall be liable in their individual capacity, except to the state of Wyoming, for any act done or omitted in connection with the performance of their respective duties under the provisions of this act.
Wyo. Stat. § 17-19-857 — WY Code / Title 17 / Chapter 19 / Section 17-19-857
§ 17-19-857. Insurance
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee or agent, whether or not the corporation would have power to indemnify the person against the same liability under W.S. 17-19-852 or 17-19-856 .
Wyo. Stat. § 17-14-602 — WY Code / Title 17 / Chapter 14 / Section 17-14-602
§ 17-14-602. Liability for contribution
Status: in_force

(a) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.

(b) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the stated contribution that has not been made.

(c) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.
Wyo. Stat. § 17-10-229 — WY Code / Title 17 / Chapter 10 / Section 17-10-229
§ 17-10-229. Quorum
Status: in_force

(a) The quorum for a members' meeting to transact business shall be:

(i) Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or less members; or

(ii) Fifty (50) members for cooperatives with more than five hundred (500) members.

(b) In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.

(c) An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.
Wyo. Stat. § 17-10-115 — WY Code / Title 17 / Chapter 10 / Section 17-10-115
§ 17-10-115. Apportionment of net profits by directors of corporation with capital stock
Status: repealed

(a) The directors in any cooperative association organized under this article may set aside a portion of net income to create or maintain a capital reserve as they see fit or may set aside none, in their discretion. In addition to a capital reserve, the board may:

(i) Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative association for:

(A) Promoting and encouraging cooperative organization;

(B) Promotion, education or research activities which are beneficial to the cooperative, its members and products; and

(C) Any other endeavor or effort which the board deems is in the best interests of the cooperative or its members.

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

(b) Repealed by Laws 2001, ch. 144, § 4.
Wyo. Stat. § 17-16-1604 — WY Code / Title 17 / Chapter 16 / Section 17-16-1604
§ 17-16-1604. Court ordered inspection
Status: in_force

(a) If a corporation does not allow a shareholder who complies with W.S. 17-16-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with W.S. 17-16-1602(b) and (c) may apply to the district court in the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

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

(d) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Wyo. Stat. § 17-10-202 — WY Code / Title 17 / Chapter 10 / Section 17-10-202
§ 17-10-202. Definitions
Status: in_force

(a) As used in this article:

(i) “ Address ” means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box;

(ii) “ Articles ” means the articles of organization of a cooperative as originally filed and subsequently amended;

(iii) “ Association ” means an organization conducting business on a cooperative plan under the laws of this state or another state that is chartered to conduct business under other laws of this state or another state;

(iv) “ Board ” means the board of directors of a cooperative;

(v) “ Business entity ” means a company, limited liability company, limited liability partnership or other legal entity, whether domestic or foreign, association or body vested with the power or function of a legal entity;

(vi) “ Cooperative ” means an association organized under this article conducting business on a cooperative plan as provided under this article;

(vii) “ Domestic business entity ” means a business entity organized under the laws of this state;

(viii) “ Filed with the secretary of state ” means that a document meeting the applicable requirements of this article, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. The secretary of state shall endorse on the document the word “Filed” or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the office of the secretary of state, and return a document to the person or entity who delivered it for filing;

(ix) “ Foreign business entity ” means a business entity that is not a domestic business entity;

(x) “ Member ” means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members;

(xi) “ Membership interest ” means a member's interest in a cooperative consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights and a member's right to assign governance rights. Membership interest includes patron membership interests and nonpatron membership interests;

(xii) “ Members' meeting ” means a regular or special members' meeting;

(xiii) “ Nonpatron membership interest ” means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions;

(xiv) “ Patron ” means a person or entity who conducts patronage business with the cooperative;

(xv) “ Patronage ” means business, transactions, or services done for or with the cooperative as defined by the cooperative;

(xvi) “ Patron member ” means a member holding a patron membership interest;

(xvii) “ Patron membership interest ” means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions;

(xviii) “ Signed ” means that the signature of a person has been written on a document, and, with respect to a document required by this article to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this article, the articles or bylaws, or by a resolution approved by the directors or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically or in any other manner reproduced on the document;

(xix) “The act ” means W.S. 17-10-201 through 17-10-253 .
Wyo. Stat. § 17-4-304 — WY Code / Title 17 / Chapter 4 / Section 17-4-304
§ 17-4-304. Securities registration by qualification
Status: in_force

(a) A security may be registered by qualification under this section.

(b) A registration statement under this section must contain the information or records specified in W.S. 17-4-305 , a consent to service of process complying with W.S. 17-4-611 , and, if required by rule adopted under this act, the following information or records:

(i) With respect to the issuer and any significant subsidiary, its name, address, and form of organization; the state or foreign jurisdiction and date of its organization; the general character and location of its business; a description of its physical properties and equipment; and a statement of the general competitive conditions in the industry or business in which it is or will be engaged;

(ii) With respect to each director and officer of the issuer, and other person having a similar status or performing similar functions, the person's name, address, and principal occupation for the previous five (5) years; the amount of securities of the issuer held by the person as of the thirtieth day before the filing of the registration statement; the amount of the securities covered by the registration statement to which the person has indicated an intention to subscribe; and a description of any material interest of the person in any material transaction with the issuer or a significant subsidiary effected within the previous three (3) years or proposed to be effected;

(iii) With respect to persons covered by paragraph (ii) of this subsection, the aggregate sum of the remuneration paid to those persons during the previous twelve (12) months and estimated to be paid during the next twelve (12) months, directly or indirectly, by the issuer, and all predecessors, parents, subsidiaries, and affiliates of the issuer;

(iv) With respect to a person owning of record or owning beneficially, if known, ten percent (10%) or more of the outstanding shares of any class of equity security of the issuer, the information specified in paragraph (ii) of this subsection other than the person's occupation;

(v) With respect to a promoter, if the issuer was organized within the previous three (3) years, the information or records specified in paragraph (ii) of this subsection, any amount paid to the promoter within that period or intended to be paid to the promoter, and the consideration for the payment;

(vi) With respect to a person on whose behalf any part of the offering is to be made in a nonissuer distribution, the person's name and address; the amount of securities of the issuer held by the person as of the date of the filing of the registration statement; a description of any material interest of the person in any material transaction with the issuer or any significant subsidiary effected within the previous three (3) years or proposed to be effected; and a statement of the reasons for making the offering;

(vii) The capitalization and long term debt, on both a current and pro forma basis, of the issuer and any significant subsidiary, including a description of each security outstanding or being registered or otherwise offered, and a statement of the amount and kind of consideration, whether in the form of cash, physical assets, services, patents, goodwill, or anything else of value, for which the issuer or any subsidiary has issued its securities within the previous two (2) years or is obligated to issue its securities;

(viii) The kind and amount of securities to be offered; the proposed offering price or the method by which it is to be computed; any variation at which a proportion of the offering is to be made to a person or class of persons other than the underwriters, with a specification of the person or class; the basis on which the offering is to be made if otherwise than for cash; the estimated aggregate underwriting and selling discounts or commissions and finders' fees, including separately cash, securities, contracts, or anything else of value to accrue to the underwriters or finders in connection with the offering or, if the selling discounts or commissions are variable, the basis of determining them and their maximum and minimum amounts; the estimated amounts of other selling expenses, including legal, engineering, and accounting charges; the name and address of each underwriter and each recipient of a finder's fee; a copy of any underwriting or selling group agreement under which the distribution is to be made or the proposed form of any such agreement whose terms have not yet been determined; and a description of the plan of distribution of any securities that are to be offered otherwise than through an underwriter;

(ix) The estimated monetary proceeds to be received by the issuer from the offering; the purposes for which the proceeds are to be used by the issuer; the estimated amount to be used for each purpose; the order or priority in which the proceeds will be used for the purposes stated; the amounts of any funds to be raised from other sources to achieve the purposes stated; the sources of the funds; and, if a part of the proceeds is to be used to acquire property, including goodwill, otherwise than in the ordinary course of business, the names and addresses of the vendors, the purchase price, the names of any persons that have received commissions in connection with the acquisition, and the amounts of the commissions and other expenses in connection with the acquisition, including the cost of borrowing money to finance the acquisition;

(x) A description of any stock options or other security options outstanding, or to be created in connection with the offering, and the amount of those options held or to be held by each person required to be named in paragraph (ii), (iv), (v), (vi), or (viii) of this subsection and by any person that holds or will hold ten percent (10%) or more in the aggregate of those options;

(xi) The dates of, parties to, and general effect concisely stated of each managerial or other material contract made or to be made otherwise than in the ordinary course of business to be performed in whole or in part at or after the filing of the registration statement or that was made within the previous two (2) years, and a copy of the contract;

(xii) A description of any pending litigation, action, or proceeding to which the issuer is a party and that materially affects its business or assets, and any litigation, action, or proceeding known to be contemplated by governmental authorities;

(xiii) A copy of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature intended as of the effective date to be used in connection with the offering and any solicitation of interest used in compliance with W.S. 17-4-202(a)(xvii)(B) ;

(xiv) A specimen or copy of the security being registered, unless the security is uncertificated; a copy of the issuer's articles of incorporation and bylaws or their substantial equivalents, in effect; and a copy of any indenture or other instrument covering the security to be registered;

(xv) A signed or conformed copy of an opinion of counsel concerning the legality of the security being registered, with an English translation if it is in a language other than English, which states whether the security when sold will be validly issued, fully paid, and nonassessable and, if a debt security, a binding obligation of the issuer;

(xvi) A signed or conformed copy of a consent of any accountant, engineer, appraiser, or other person whose profession gives authority for a statement made by the person, if the person is named as having prepared or certified a report or valuation, other than an official record, that is public, which is used in connection with the registration statement;

(xvii) A balance sheet of the issuer as of a date within four (4) months before the filing of the registration statement; a statement of income and a statement of cash flows for each of the three (3) fiscal years preceding the date of the balance sheet and for any period between the close of the immediately previous fiscal year and the date of the balance sheet, or for the period of the issuer's and any predecessor's existence if less than three (3) years; and, if any part of the proceeds of the offering is to be applied to the purchase of a business, the financial statements that would be required if that business were the registrant; and

(xviii) Any additional information or records required by rule adopted or order issued under this act.

(c) A registration statement under this section becomes effective when the secretary of state so orders.

(d) A rule adopted or order issued under this act may require as a condition of registration under this section that a prospectus containing a specified part of the information or record specified in subsection (b) of this section be sent or given to each person to which an offer is made, before or concurrently, with the earliest of:

(i) The first offer made in a record to the person otherwise than by means of a public advertisement, by or for the account of the issuer or another person on whose behalf the offering is being made or by an underwriter or broker-dealer that is offering part of an unsold allotment or subscription taken by the person as a participant in the distribution;

(ii) The confirmation of a sale made by or for the account of the person;

(iii) Payment pursuant to such a sale; or

(iv) Delivery of the security pursuant to such a sale.
Wyo. Stat. § 17-21-502 — WY Code / Title 17 / Chapter 21 / Section 17-21-502
§ 17-21-502. Partner's transferable interest in partnership
Status: in_force

(a) The only transferable interest of a partner in the partnership is the partner's interest in distributions. The interest is personal property.

(b) A transferee of a partner's transferable interest in the partnership has the right to cause a winding up of the partnership business as provided in W.S. 17-21-801(a)(vi) .
Wyo. Stat. § 17-19-202 — WY Code / Title 17 / Chapter 19 / Section 17-19-202
§ 17-19-202. Articles of incorporation
Status: in_force

(a) The articles of incorporation shall set forth:

(i) A corporate name for the corporation that satisfies the requirements of W.S. 17-19-401 ;

(ii) One (1) of the following statements:

(A) This corporation is a public benefit corporation;

(B) This corporation is a mutual benefit corporation;

(C) This corporation is a religious corporation.

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

(iv) The name and address of each incorporator;

(v) Whether or not the corporation will have members; and

(vi) Provisions not inconsistent with law regarding the distribution of assets on dissolution. These provisions may be consistent with the requirements of the Internal Revenue Code, as amended, for tax exempt status.

(b) The articles of incorporation may set forth:

(i) Any provision required by the Internal Revenue Code, as amended, for tax exempt or other tax status;

(ii) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity;

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

(iv) Provisions not inconsistent with law regarding:

(A) Managing and regulating the affairs of the corporation;

(B) Defining, limiting and regulating the powers of the corporation, its board of directors and members (or any class of members); and

(C) The characteristics, qualifications, rights, limitations and obligations attaching to each or any class of members.

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

(vi) Any provision giving members different numbers of votes on all questions or particular classes of questions, unequal assessments, or in the case of mutual benefit corporations, unequal rights to assets upon dissolution. These provisions may include the basis upon which these inequalities are to be determined. For mutual benefit corporations, the provisions may include rights of dissent if these rights or inequalities are changed.

(c) Each incorporator and director named in the articles shall sign the articles.

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

(e) The articles of incorporation shall be accompanied by a written consent to appointment manually signed by the registered agent.
Wyo. Stat. § 17-18-303 — WY Code / Title 17 / Chapter 18 / Section 17-18-303
§ 17-18-303. Notice of control share acquisition; acquiring person statement
Status: in_force

(a) Any person who proposes to make a control share acquisition may, and any person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement shall contain the following:

(i) The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group which constitutes a part of the acquiring person for purposes of W.S. 17-18-301(a)(i) ;

(ii) A statement that the acquiring person statement is delivered pursuant to this article;

(iii) A statement of the number of shares of the issuing public corporation owned directly or indirectly by the acquiring person or with respect to which the acquiring person may exercise or direct the exercise of voting power;

(iv) The range of voting power for which the acquiring person seeks voting rights; and

(v) Any undertaking to pay expenses made pursuant to W.S. 17-18-304(a) or any requests made pursuant to W.S. 17-18-304(d) .

(b) If the control share acquisition has not taken place the acquiring person statement shall, in addition to the requirements stated in subsection (a) of this section, contain:

(i) A description in reasonable detail of the terms and conditions of the proposed control share acquisition, including without limitation the amount and class or classes of shares to be acquired, the price or prices to be offered for the shares and the form of the consideration to be offered; and

(ii) Representations by the acquiring person, together with a statement in reasonable detail of the facts upon which they are based and other supporting evidence reasonably sufficient to establish the representations, that:

(A) The proposed control share acquisition will not be contrary to law;

(B) The acquiring person has the financial capacity to make, and will make, the proposed control share acquisition forthwith after the shareholder vote if voting rights are accorded.

(iii) An affidavit of the acquiring person that:

(A) States that the acquiring person statement contains all of the information required by this section;

(B) States that the information contained in the acquiring person statement is true, correct and complete; and

(C) Is signed by the acquiring person if the acquiring person is an individual or by the chief executive officer or similar representative of the acquiring person if the acquiring person is not an individual.
Wyo. Stat. § 17-19-824 — WY Code / Title 17 / Chapter 19 / Section 17-19-824
§ 17-19-824. Quorum and voting
Status: in_force

(a) Except as otherwise provided in this act, the articles or bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles or bylaws authorize a quorum of fewer than the greater of one-third (1/3) of the number of directors in office or two (2) directors.

(b) 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 unless this act, the articles or bylaws require the vote of a greater number of directors.
Wyo. Stat. § 17-21-501 — WY Code / Title 17 / Chapter 21 / Section 17-21-501
§ 17-21-501. Partner's interest in partnership property not transferable
Status: in_force

A partner is not a co-owner of partnership property and has no interest that can be transferred, either voluntarily or involuntarily, in partnership property.
Wyo. Stat. § 17-20-728 — WY Code / Title 17 / Chapter 20 / Section 17-20-728
§ 17-20-728. Election of directors
Status: in_force

The bylaws may provide that the territory in which a cooperative utility supplies service to its members shall be divided into two (2) or more director districts, and in respect to each such director district shall describe the boundaries thereof and designate the number of directors that shall be elected by the members residing therein.
Wyo. Stat. § 17-14-402 — WY Code / Title 17 / Chapter 14 / Section 17-14-402
§ 17-14-402. Voting
Status: in_force

Subject to W.S. 17-14-403 , the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
Wyo. Stat. § 17-4-611 — WY Code / Title 17 / Chapter 4 / Section 17-4-611
§ 17-4-611. Service of process
Status: in_force

(a) A consent to service of process complying with W.S. 17-4-611 required by this act must be signed and filed in the form required by a rule or order under this act. A consent appointing the secretary of state the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this act or a rule adopted or order issued under this act after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.

(b) If a person, including a nonresident of this state, engages in an act, practice, or course of business prohibited or made actionable by this act or a rule adopted or order issued under this act and the person has not filed a consent to service of process under subsection (a) of this section, the act, practice, or course of business constitutes the appointment of the secretary of state as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.

(c) Service under subsection (a) or (b) of this section may be made by providing a copy of the process to the office of the secretary of state, but it is not effective unless:

(i) The plaintiff, which may be the secretary of state, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and

(ii) The plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the secretary of state in a proceeding before the secretary of state, allows.

(d) Service pursuant to subsection (c) of this section may be used in a proceeding before the secretary of state or by the secretary of state in a civil action in which the secretary of state is the moving party.

(e) If process is served under subsection (c) of this section, the court, or the secretary of state in a proceeding before the secretary of state, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
Wyo. Stat. § 17-16-141 — WY Code / Title 17 / Chapter 16 / Section 17-16-141
§ 17-16-141. Notice
Status: in_force

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

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

(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective:

(i) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders;

(ii) When an electronic transmission has been made to a data address provided by the shareholder; or

(iii) When electronically transmitted to the shareholder in a manner otherwise authorized by the shareholder.

(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(i) When received;

(ii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or

(iii) On the date shown on the return receipt, if sent by registered or certified mail, or comparable private carrier, return receipt requested, and the receipt is signed, either manually or in facsimile, by or on behalf of the addressee.

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

(g) If this act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.
Wyo. Stat. § 17-14-504 — WY Code / Title 17 / Chapter 14 / Section 17-14-504
§ 17-14-504. Contributions by, and distributions to, general partner
Status: in_force

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in the distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
Wyo. Stat. § 17-19-180 — WY Code / Title 17 / Chapter 19 / Section 17-19-180
§ 17-19-180. Constitutional protections
Status: in_force

If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the constitution of this state or both.
Wyo. Stat. § 17-10-203 — WY Code / Title 17 / Chapter 10 / Section 17-10-203
§ 17-10-203. Filing fee; rules and regulations; annual reports and license taxes
Status: in_force

(a) Unless otherwise provided, the filing fee for documents filed under this article with the secretary of state shall be subject to the provisions of W.S. 17-16-122 . The secretary of state shall promulgate rules and regulations necessary to implement the provisions of this article.

(b) The provisions of W.S. 17-16-1630 regarding the filing of reports, license taxes and records shall apply to cooperatives formed under this article.
Wyo. Stat. § 17-10-221 — WY Code / Title 17 / Chapter 10 / Section 17-10-221
§ 17-10-221. Officers
Status: in_force

(a) The board shall elect:

(i) A chair; and

(ii) One (1) or more vice-chairs.

(b) The board shall elect or appoint:

(i) A records officer; and

(ii) A financial officer.

(c) The board may elect additional officers as the articles or bylaws authorize or require.

(d) The offices of records officer and financial officer may be combined.

(e) The chair and first vice-chair shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.

(f) The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative.

(g) Other than the chief executive officer, members may remove an officer at a members' meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.
Wyo. Stat. § 17-30-309 — WY Code / Title 17 / Chapter 30 / Section 17-30-309
§ 17-30-309. Operating agreement; scope, function and limitations
Status: in_force

(a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state.

(b) An operating agreement may contain any provision for managing the business and regulating the affairs of the statutory foundation that is not inconsistent with this act, other provisions of law or the articles of formation of the foundation.
Wyo. Stat. § 17-16-1202 — WY Code / Title 17 / Chapter 16 / Section 17-16-1202
§ 17-16-1202. Shareholder approval of certain dispositions
Status: in_force

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in W.S. 17-16-1201 , requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a significant business activity of the corporation prior to any such disposition of assets was the active or passive holding, maintenance or management of investments, then such holding, maintenance or management of investments shall be considered a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent (25%) of total assets at the end of the most recently completed fiscal year, and twenty-five percent (25%) of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.

(b) A disposition that requires approval of the shareholders under subsection (a) of this section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the shareholders the basis for that determination.

(c) The board of directors may condition its submission of a disposition to the shareholders under subsection (b) of this section on any basis.

(d) If a disposition is required to be approved by the shareholders under subsection (a) of this section and if the approval is to be given at a meeting, the corporation shall notify each shareholder, whether or not entitled to vote, of the meeting of shareholders at which the disposition is to be submitted for approval. The notice shall state that the purpose, or one (1) of the purposes, of the meeting is to consider the disposition and shall contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation.

(e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote or a greater number of votes to be present, the approval of a disposition by the shareholders shall require the approval of the shareholders at a meeting at which a quorum exists.

(f) After a disposition has been approved by the shareholders under subsection (b) of this section and at any time before the disposition has been consummated, it may be abandoned by the corporation without action by the shareholders, subject to any contractual rights of other parties to the disposition.

(g) A disposition of assets in the course of dissolution under article 14 is not governed by this section.

(h) For purposes of this section, the ownership interests of a parent corporation in its subsidiaries, whether owned directly by the parent corporation or indirectly through other subsidiaries shall be valued at the net asset values of such subsidiaries, without application of any discount to the valuation of such ownership interests because of a lack of marketability or otherwise.
Wyo. Stat. § 17-17-114 — WY Code / Title 17 / Chapter 17 / Section 17-17-114
§ 17-17-114. Compulsory purchase of shares after death of shareholder
Status: in_force

(a) This section, and W.S. 17-17-115 through 17-17-117 , apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the personal representative of the estate or the surviving joint tenant of a deceased shareholder may require the corporation to purchase or cause to be purchased all, but not less than all, of the decedent's shares or jointly owned shares or to be dissolved.

(b) The provisions of W.S. 17-17-115 through 17-17-117 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(c) An amendment to the articles of incorporation to provide for application of W.S. 17-17-115 through 17-17-117 , or to modify or delete the provisions of these sections, 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 statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds ( 2 / 3 ) of the subscribers for shares, if any, or, if none, by all of the incorporators.

(d) A shareholder who votes against an amendment to modify or delete the provisions of W.S. 17-17-115 through 17-17-117 is entitled to dissenters' rights under W.S. 17-16-1301 through 17-16-1331 if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased.

(e) A shareholder may waive his and his estate's rights under W.S. 17-17-115 through 17-17-117 by a signed writing.

(f) W.S. 17-17-115 through 17-17-117 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independent of these sections.
Wyo. Stat. § 17-16-126 — WY Code / Title 17 / Chapter 16 / Section 17-16-126
§ 17-16-126. Appeal from secretary of state's refusal to file document
Status: in_force

(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.

(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.

(c) The court's final decision may be appealed as in other civil proceedings.
Wyo. Stat. § 17-14-301 — WY Code / Title 17 / Chapter 14 / Section 17-14-301
§ 17-14-301. Certificate of limited partnership
Status: repealed

(a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth:

(i) The name of the limited partnership;

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

(iii) 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 ;

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

(v) The amount of cash and a description and statement of the agreed value of the other property or services contributed or to be contributed in the future;

(vi) to (xii) Repealed by Laws 1995, ch. 45, § 2.

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

(xiv) Whether the limited partnership is a limited liability limited partnership; and

(xv) Any other matters the partners determine to include therein.

(b) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.
Wyo. Stat. § 17-19-1112 — WY Code / Title 17 / Chapter 19 / Section 17-19-1112
§ 17-19-1112. Action on plan by board, members and third persons
Status: in_force

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

(i) By the board;

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

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

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

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

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

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

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

(g) After a consolidation is adopted, and at any time before articles of consolidation are filed, the planned consolidation may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of consolidation or, if none is set forth, in the manner determined by the board of directors.
Wyo. Stat. § 17-16-627 — WY Code / Title 17 / Chapter 16 / Section 17-16-627
§ 17-16-627. Restriction on transfer of shares and other securities
Status: in_force

(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.

(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by W.S. 17-16-626(b) . Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.

(c) A restriction on the transfer or registration of transfer of shares is authorized:

(i) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;

(ii) To preserve exemptions under federal or state securities law; or

(iii) For any other reasonable purpose.

(d) A restriction on the transfer or registration of transfer of shares may:

(i) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;

(ii) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;

(iii) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or

(iv) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

(e) For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
Wyo. Stat. § 17-31-105 — WY Code / Title 17 / Chapter 31 / Section 17-31-105
§ 17-31-105. Formation
Status: repealed

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

(b) Each decentralized autonomous organization shall have and continuously maintain in this state a registered agent as provided in W.S. 17-28-101 through 17-28-111 .

(c) A decentralized autonomous organization may form and operate for any lawful purpose, regardless of whether for profit.

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

(e) If the articles of organization filed pursuant to subsection (a) of this section does not include a publicly available identifier as required by W.S. 17-31-106(b) , the person filing shall have thirty (30) days to provide the publicly available identifier to the secretary of state. If the publicly available identifier is not provided within thirty (30) days, the secretary of state shall dissolve the decentralized autonomous organization.
Wyo. Stat. § 17-16-708 — WY Code / Title 17 / Chapter 16 / Section 17-16-708
§ 17-16-708. Conduct of the meeting
Status: in_force

(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.

(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.

(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.

(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
Wyo. Stat. § 17-29-205 — WY Code / Title 17 / Chapter 29 / Section 17-29-205
§ 17-29-205. Delivery to and filing of records by secretary of state; effective time and date
Status: in_force

(a) A record authorized or required to be delivered to the secretary of state for filing under this chapter shall be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fees required by this act or other law and any past due fees, taxes or penalties have been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and:

(i) For a statement of denial under W.S. 17-29-303 , send a copy of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and

(ii) For all other records, send a copy of the filed record and a receipt for the fees to the person on whose behalf the record was filed.

(b) Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.

(c) Except as otherwise provided in W.S. 17-28-103 and 17-29-206 , a record delivered to the secretary of state for filing under this article shall be effective as provided in W.S. 17-16-123 .

(d) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the limited liability company or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.
Wyo. Stat. § 17-17-133 — WY Code / Title 17 / Chapter 17 / Section 17-17-133
§ 17-17-133. Shareholder option to dissolve corporation
Status: in_force

(a) The articles of incorporation of a statutory close corporation may authorize one (1) or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Sixty (60) days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under W.S. 17-16-1403 through 17-16-1407 .

(b) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change or delete the authority to dissolve described in subsection (a) of this section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators.
Wyo. Stat. § 17-10-117 — WY Code / Title 17 / Chapter 10 / Section 17-10-117
§ 17-10-117. Sales contracts with members
Status: in_force

Any association organized under this act, as agent to sell the products of members or purchase supplies for members may operate upon a nonprofit basis by contracting to pay the members, for products sold by said members to or through the association, the resale price minus a uniform charge to cover the expenses involved in the handling of said products; there shall also be set aside for a reserve fund a small percentage of the sale price, said percentage to be fixed by the bylaws; resale price to be the actual resale price to be based upon the average price during any period for products of the same type and quality; the uniform charges for expenses to be specified in the contract or made otherwise ascertainable or left for determination by the directors.
Wyo. Stat. § 17-30-702 — WY Code / Title 17 / Chapter 30 / Section 17-30-702
§ 17-30-702. Recordkeeping and identification of statutory foundation property
Status: in_force

(a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation.

(b) The board of directors of a statutory foundation may invest property of two (2) or more statutory foundations as a whole as long as the board maintains clear records indicating the respective interests of each foundation.
Wyo. Stat. § 17-21-306 — WY Code / Title 17 / Chapter 21 / Section 17-21-306
§ 17-21-306. Partner's liability
Status: in_force

(a) Except as provided in subsection (b) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.

(b) Except as provided by subsections (c) and (d) of this section, a partner of a registered limited liability partnership is not liable, directly or indirectly (including by way of indemnification, contribution, assessment or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or another partner or partners, whether arising in tort, contract or otherwise, solely by reason of being such a partner or acting (or omitting to act) in such capacity or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership, while the partnership is a registered limited liability partnership.

(c) Subsection (b) of this section shall not affect the liability of a partner in a registered limited liability partnership for the partner's own negligent or wrongful act or misconduct, or that of any person under the partner's direct supervision and control.

(d) Notwithstanding the provisions of subsection (b) of this section, all or specified partners of a registered limited liability partnership may be liable in their capacity as partners for all or specified debts, obligations or liabilities of a registered limited liability partnership to the extent at least a majority of the partners shall have agreed unless otherwise provided in any agreement between the partners. Any such agreement may be modified or revoked to the extent at least a majority of the partners shall have agreed, unless otherwise provided in any agreement between the partners, provided, however, that:

(i) Any such modification or revocation shall not affect the liability of a partner for any debts, obligations or liabilities of a registered limited liability partnership incurred, created or assumed by the registered limited liability partnership prior to the modification or revocation; and

(ii) A partner shall be liable for debts, obligations and liabilities of the registered limited liability partnership incurred, created or assumed after such modification or revocation only in accordance with this article and, if the agreement is further modified, the agreement as so further modified but only to the extent not inconsistent with subsection (c) of this section.

(e) Nothing in this section shall in any way affect or impair the ability of a partner to act as a guarantor or surety for, provide collateral for, or otherwise be liable for, the debts, obligations or liabilities of a registered limited liability partnership.

(f) Subsection (b) of this section shall not affect the liability of a registered limited liability partnership out of partnership assets for partnership debts, obligations and liabilities.

(g) A partner in a registered limited liability partnership is not a proper party to a proceeding by or against a registered limited liability partnership, the object of which is to recover any debts, obligations, or liabilities of, or chargeable to, the partnership, unless the partner is personally liable under subsection (c) or (d) of this section.
Wyo. Stat. § 17-17-151 — WY Code / Title 17 / Chapter 17 / Section 17-17-151
§ 17-17-151. Reservation of power to amend or repeal
Status: in_force

The legislature has power to amend or repeal all or part of this chapter at any time and all corporations subject to this chapter are governed by the amendment or repeal.
Wyo. Stat. § 17-16-722 — WY Code / Title 17 / Chapter 16 / Section 17-16-722
§ 17-16-722. Proxies
Status: in_force

(a) A shareholder may vote his shares in person or by proxy.

(b) A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the electronic transmission.

(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.

(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:

(i) A pledgee;

(ii) A person who purchased or agreed to purchase the shares;

(iii) A creditor of the corporation who extended it credit under terms requiring the appointment;

(iv) An employee of the corporation whose employment contract requires the appointment; or

(v) A party to a voting agreement created under W.S. 17-16-731 .

(e) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.

(f) An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.

(g) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.

(h) Subject to W.S. 17-16-724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
Wyo. Stat. § 17-19-825 — WY Code / Title 17 / Chapter 19 / Section 17-19-825
§ 17-19-825. Committees of the board; other informal committees
Status: in_force

(a) Unless prohibited or limited by the articles or bylaws, a board of directors may create one (1) or more committees of the board and shall only appoint members of the board to serve on them. Each committee shall have two (2) or more directors, who serve at the pleasure of the board.

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

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

(ii) The number of directors required by the articles or bylaws to take action under W.S. 17-19-824 .

(c) W.S. 17-19-820 through 17-19-824 , which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.

(d) To the extent specified by the board of directors or in the articles or bylaws, each committee of the board may exercise the board's authority under W.S. 17-19-801 .

(e) A committee of the board shall not, however:

(i) Authorize distributions;

(ii) Approve or recommend to members dissolution, merger, consolidation or the sale, pledge or transfer of all or substantially all of the corporation's assets;

(iii) Elect, appoint or remove directors or fill vacancies on the board or on any of its committees; or

(iv) Adopt, amend or repeal the articles or bylaws.

(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S. 17-19-830 .

(g) Nothing in this section prohibits a board from appointing informal or advisory committees comprised of persons who may or may not be members of the board to undertake tasks assigned to them by the board.
Wyo. Stat. § 17-4-601 — WY Code / Title 17 / Chapter 4 / Section 17-4-601
§ 17-4-601. Administration
Status: in_force

(a) The secretary of state shall administer this act.

(b) It is unlawful for the secretary of state or an officer, employee, or designee of the secretary of state to use for personal benefit or the benefit of others records or other information obtained by or filed with the secretary of state that are not public under W.S. 17-4-607(b) . This act does not authorize the secretary of state or an officer, employee, or designee of the secretary of state to disclose the record or information, except in accordance with W.S. 17-4-602 , 17-4-607(c) , or 17-4-608 .

(c) This act does not create or diminish a privilege or exemption that exists at common law, by statute or rule, or otherwise.

(d) The secretary of state may develop and implement investor education initiatives to inform the public about investing in securities, with particular emphasis on the prevention and detection of securities fraud. In developing and implementing these initiatives, the secretary of state may collaborate with public and nonprofit organizations with an interest in investor education. The secretary of state may accept a grant or donation from a person that is not affiliated with the securities industry or from a nonprofit organization, regardless of whether the organization is affiliated with the securities industry, to develop and implement investor education initiatives. This subsection does not authorize the secretary of state to require participation or monetary contributions of a registrant in an investor education program.
Wyo. Stat. § 17-14-1012 — WY Code / Title 17 / Chapter 14 / Section 17-14-1012
§ 17-14-1012. Execution of application
Status: in_force

(a) The application for a certificate of continuance filed in the office of the secretary of state shall be signed by all general partners.

(b) Any person may sign an application by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

(c) The execution of an application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
Wyo. Stat. § 17-16-301 — WY Code / Title 17 / Chapter 16 / Section 17-16-301
§ 17-16-301. Purposes
Status: in_force

(a) Every corporation incorporated under this act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.

(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this act only if permitted by, and subject to all limitations of, the other statute.
Wyo. Stat. § 17-4-610 — WY Code / Title 17 / Chapter 4 / Section 17-4-610
§ 17-4-610. Jurisdiction
Status: in_force

(a) W.S. 17-4-301 , 17-4-302 , 17-4-401(a) , 17-4-402(a) , 17-4-403(a) , 17-4-404(a) , 17-4-501 , 17-4-506 , 17-4-509 , and 17-4-510 do not apply to a person that sells or offers to sell a security unless the offer to sell or the sale is made in this state or the offer to purchase or the purchase is made and accepted in this state.

(b) W.S. 17-4-401(a) , 17-4-402(a) , 17-4-403(a) , 17-4-404(a) , 17-4-501 , 17-4-506 , 17-4-509 , and 17-4-510 do not apply to a person that purchases or offers to purchase a security unless the offer to purchase or the purchase is made in this state or the offer to sell or the sale is made and accepted in this state.

(c) For the purpose of this section, an offer to sell or to purchase a security is made in this state, whether or not either party is then present in this state, if the offer:

(i) Originates from within this state; or

(ii) Is directed by the offeror to a place in this state and received at the place to which it is directed.

(d) For the purpose of this section, an offer to purchase or to sell is accepted in this state, whether or not either party is then present in this state, if the acceptance:

(i) Is communicated to the offeror in this state and the offeree reasonably believes the offeror to be present in this state and the acceptance is received at the place in this state to which it is directed; and

(ii) Has not previously been communicated to the offeror, orally or in a record, outside this state.

(e) An offer to sell or to purchase is not made in this state when a publisher circulates or there is circulated on the publisher's behalf in this state a bona fide newspaper or other publication of general, regular, and paid circulation that is not published in this state, or that is published in this state but has had more than two-thirds ( 2 / 3 ) of its circulation outside this state during the previous twelve (12) months or when a radio or television program or other electronic communication originating outside this state is received in this state. A radio or television program, or other electronic communication is considered as having originated in this state if either the broadcast studio or the originating source of transmission is located in this state, unless:

(i) The program or communication is syndicated and distributed from outside this state for redistribution to the general public in this state;

(ii) The program or communication is supplied by a radio, television, or other electronic network with the electronic signal originating from outside this state for redistribution to the general public in this state;

(iii) The program or communication is an electronic communication that originates outside this state and is captured for redistribution to the general public in this state by a community antenna or cable, radio, cable television, or other electronic system; or

(iv) The program or communication consists of an electronic communication that originates in this state, but which is not intended for distribution to the general public in this state.

(f) W.S. 17-4-403(a) , 17-4-404(a) , 17-4-405(a) , 17-4-502 , 17-4-505 , and 17-4-506 apply to a person if the person engages in an act, practice, or course of business instrumental in effecting prohibited or actionable conduct in this state, whether or not either party is then present in this state.
Wyo. Stat. § 17-18-301 — WY Code / Title 17 / Chapter 18 / Section 17-18-301
§ 17-18-301. Definitions
Status: in_force

(a) As used in this article:

(i) “Acquiring person” means a person who makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, for the purposes of acquiring, owning or voting shares of an issuing public corporation, all members of the partnership, syndicate or other group constitute a person;

(ii) “Control shares” means shares that, except for this article, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

(A) One-fifth (1/5) or more but less than one-third (1/3) of all voting power;

(B) One-third (1/3) or more but less than a majority of all voting power; or

(C) A majority or more of all voting power.

(iii) “Control share acquisition” means the acquisition directly or indirectly by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. Shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition. Control share acquisition does not include the acquisition of shares:

(A) In the ordinary course of business for the benefit of others if:

(I) They are acquired in good faith and not for the purpose of circumventing this article; and

(II) The person who acquires the shares is not able to exercise or direct the exercise of votes without further instruction from others.

(B) Of an issuing public corporation consummated:

(I) Before July 1, 1990;

(II) Pursuant to a contract existing before July 1, 1990;

(III) Pursuant to a transfer by gift, will or the laws of descent and distribution;

(IV) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;

(V) Pursuant to a merger, share exchange or consolidation effected in compliance with W.S. 17-16-1101 through 17-16-1114 or an agreement or plan for a merger, share exchange or consolidation, if the issuing public corporation is a party to the agreement or plan of merger, share exchange or consolidation;

(VI) Pursuant to a transfer of shares by the issuing public corporation to its shareholders in the form of a dividend on a class or series of the issuing public corporation's outstanding shares;

(VII) Pursuant to an order or decree of a court of competent jurisdiction;

(VIII) Pursuant to a transfer to a plan or trust for the benefit of employees of the issuing public corporation;

(IX) Pursuant to a direct issue by or transfer from the issuing public corporation of its own shares, other than shares issued or transferred upon the conversion of a convertible security or on the exercise of an option, warrant or other right to purchase shares unless the convertible security, option, warrant or other right was acquired directly from the corporation by the acquiring person; or

(X) In good faith and not for the purpose of circumventing this article, by a person whose voting rights over control shares have been authorized under W.S. 17-18-306 , if the person's voting power after the acquisition would be within the same range of voting power previously authorized under W.S. 17-18-306 for the person.

(iv) “Interested shares” means the shares of an issuing public corporation of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

(A) An acquiring person;

(B) Any officer of the issuing public corporation or of the acquiring person; or

(C) Any employee of the issuing public corporation or of the acquiring person who is also a director of the corporation or of the acquiring person, except shares over which a plan or trust for the benefit of employees of the corporation or of the acquiring person has voting power are not interested shares except to the extent the voting of the shares is directed by the employee.

(v) “Issuing public corporation” means a qualified corporation as defined by W.S. 17-18-102(b)(xii) ;

(vi) “Range of voting power” means a range of voting power provided by paragraph (ii) of this subsection;

(vii) “Voting power” means the sole or shared power to vote or direct the voting of shares, directly or indirectly, other than under an immediately revocable proxy that authorizes the person named proxy to vote at a meeting of shareholders that was called before the proxy is delivered or at an adjournment of the meeting.
Wyo. Stat. § 17-19-1440 — WY Code / Title 17 / Chapter 19 / Section 17-19-1440
§ 17-19-1440. Deposit with state treasurer
Status: in_force

Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the state treasurer for safekeeping; provided, however, that in the state treasurer's discretion property may be received and held in kind. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, member or other person or his representative that amount or property.
Wyo. Stat. § 17-29-111 — WY Code / Title 17 / Chapter 29 / Section 17-29-111
§ 17-29-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement
Status: in_force

(a) A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.

(b) A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.

(c) Two (2) or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One (1) person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
Wyo. Stat. § 17-14-1010 — WY Code / Title 17 / Chapter 14 / Section 17-14-1010
§ 17-14-1010. Continuance of a foreign limited partnership
Status: in_force

Any foreign limited partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix) , may apply to the secretary of state for a certificate of continuance to permit the foreign limited partnership to continue in Wyoming as if the partnership had been formed under the laws of this state.
Wyo. Stat. § 17-21-808 — WY Code / Title 17 / Chapter 21 / Section 17-21-808
§ 17-21-808. Settlement of accounts among partners
Status: in_force

(a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (b) of this section.

(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance only to the extent that negative balance is attributable to an obligation for which that partner is personally liable under W.S. 17-21-306 .

(c) To the extent not taken into account in settling the accounts among partners pursuant to subsection (b) of this section, each partner shall contribute in the proportion in which the partner shares partnership losses, the amount necessary to satisfy those partnership obligations for which the partner is personally liable under W.S. 17-21-306 . If a partner fails or is not obligated to contribute, the other partners shall contribute in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy those partnership obligations for which the partners are personally liable under W.S. 17-21-306 . A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent such contributions are made on account of obligations for which the other partners are liable under W.S. 17-21-306 .

(d) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.

(e) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by the court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.
Wyo. Stat. § 17-21-304 — WY Code / Title 17 / Chapter 21 / Section 17-21-304
§ 17-21-304. Statement of denial
Status: in_force

A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to W.S. 17-21-303(b) may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority to the extent provided in W.S. 17-21-303(d) and (e) .
Wyo. Stat. § 17-19-802 — WY Code / Title 17 / Chapter 19 / Section 17-19-802
§ 17-19-802. Qualifications of directors
Status: in_force

All directors shall be individuals. The articles or bylaws may prescribe additional qualifications for directors.
Wyo. Stat. § 17-16-1402 — WY Code / Title 17 / Chapter 16 / Section 17-16-1402
§ 17-16-1402. Dissolution by board of directors and shareholders
Status: in_force

(a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(i) The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(ii) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (e) of this section.

(c) The board of directors may condition its submission of the proposal for dissolution on any basis.

(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with W.S. 17-16-705 . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
Wyo. Stat. § 17-21-1102 — WY Code / Title 17 / Chapter 21 / Section 17-21-1102
§ 17-21-1102. Effect of registration; entity unchanged
Status: in_force

(a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration.

(b) When registration takes effect:

(i) All property owned by the registering partnership remains vested in the registered partnership;

(ii) All obligations of the registering partnership continue as obligations of the registered partnership; and

(iii) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred.

(c) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new statement of registration or statement of renewal. The partnership continuing the business shall be deemed to have filed any documents required or permitted under this section which were filed by the dissolved partnership. The partnership continuing the business shall file a statement of renewal at such time as the dissolved partnership would have been required to file a statement of renewal.

(d) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and winds up its affairs, liquidates or terminates, the statement of registration or statement of renewal remains in effect as to the partnership and the partners during the period of winding up, and as to the partners subsequent to liquidation or termination as to liabilities of the partnership incurred, assumed or arising prior to liquidation or termination.
Wyo. Stat. § 17-10-108 — WY Code / Title 17 / Chapter 10 / Section 17-10-108
§ 17-10-108. Applicability of general corporation law relative to notice for service of process
Status: in_force

Public notice of the filing of the original certificate and of all amended certificates shall be given in like manner as that required in the case of corporations formed under the general corporation law. The corporation shall also designate an agent and office for the service of papers and processes as required by the general corporation law.
Wyo. Stat. § 17-22-114 — WY Code / Title 17 / Chapter 22 / Section 17-22-114
§ 17-22-114. Transition concerning real and personal property
Status: in_force

(a) If, before July 1, 1993, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on July 1, 1993 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.

(b) If, before July 1, 1993, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after July 1, 1993 the fiduciary may transfer the estate or interest to the nonprofit association in its name or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
Wyo. Stat. § 17-16-1423 — WY Code / Title 17 / Chapter 16 / Section 17-16-1423
§ 17-16-1423. Appeal from denial of reinstatement
Status: in_force

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

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

(d) The court's final decision may be appealed as in other civil proceedings.
Wyo. Stat. § 17-7-302 — WY Code / Title 17 / Chapter 7 / Section 17-7-302
§ 17-7-302. Definitions
Status: in_force

(a) As used in this act:

(i) “ Charitable purpose ” means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community;

(ii) “ Endowment fund ” means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use;

(iii) “ Gift instrument ” means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund;

(iv) “ Institution ” means:

(A) A person, other than an individual, organized and operated exclusively for charitable purposes;

(B) A government or governmental subdivision, agency or instrumentality to the extent that it holds funds exclusively for a charitable purpose; or

(C) A trust that had both charitable and noncharitable interests, after all noncharitable interests have been terminated.

(v) “ Institutional fund ” means a fund held by an institution exclusively for charitable purposes. The term does not include:

(A) Program-related assets;

(B) A fund held for an institution by a trustee that is not an institution; or

(C) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.

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

(vii) “ Program-related asset ” means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment;

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

(ix) “This act” means W.S. 17-7-301 through 17-7-307 .
Wyo. Stat. § 17-29-405 — WY Code / Title 17 / Chapter 29 / Section 17-29-405
§ 17-29-405. Limitations on distribution
Status: in_force

(a) A limited liability company shall not make a distribution if after the distribution:

(i) The company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or

(ii) The company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members whose preferential rights are superior to those of persons receiving the distribution.

(b) A limited liability company may base a determination that a distribution is not prohibited under subsection (a) of this section 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 under the circumstances.

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

(i) In the case of a distribution by purchase, redemption or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and

(ii) In all other cases, as of the date:

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

(B) The payment is made, if the payment occurs more than one hundred twenty (120) days after the distribution is authorized.

(d) Except as otherwise expressly agreed in writing, a limited liability company's indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the company's indebtedness to its general, unsecured creditors.

(e) A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subsection (a) of this section if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section.

(f) If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made.

(g) In subsection (a) of this section, “distribution” does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program.
Wyo. Stat. § 17-12-104 — WY Code / Title 17 / Chapter 12 / Section 17-12-104
§ 17-12-104. Applicability of W.S. 17-12-101 through 17-12-104 to existing companies
Status: in_force

This act shall apply to all ditch companies already formed and incorporated under the laws of Wyoming.
Wyo. Stat. § 17-14-308 — WY Code / Title 17 / Chapter 14 / Section 17-14-308
§ 17-14-308. Scope of notice
Status: in_force

The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
Wyo. Stat. § 17-19-724 — WY Code / Title 17 / Chapter 19 / Section 17-19-724
§ 17-19-724. Proxies
Status: in_force

(a) As used in this act and in this section:

(i) “Appointment” means the grant of authority to vote;

(ii) “Appointment form” means the document appointing the proxy;

(iii) “Proxy” means the person to whom the authority to vote is granted.

(b) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.

(c) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven (11) months unless a different period is expressly provided in the appointment form; provided however that no proxy shall be valid for more than three (3) years from its date of execution.

(d) An appointment of a proxy is revocable by the member.

(e) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(f) Appointment of a proxy is revoked by the person appointing the proxy:

(i) Attending any meeting and voting in person; or

(ii) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(g) Subject to W.S. 17-19-727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
Wyo. Stat. § 17-17-141 — WY Code / Title 17 / Chapter 17 / Section 17-17-141
§ 17-17-141. Ordinary relief
Status: in_force

(a) If the court finds that one (1) or more of the grounds for relief described in W.S. 17-17-140(a) exist, it may order such relief as it deems appropriate including one (1) or more of the following types of relief:

(i) The performance, prohibition, alteration or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;

(ii) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;

(iii) The removal from office of any director or officer;

(iv) The appointment of any individual as a director or officer;

(v) An accounting with respect to any matter in dispute;

(vi) The appointment of a custodian to manage the business and affairs of the corporation;

(vii) The appointment of a provisional director who has all the rights, powers and duties of a duly elected director to serve for the term and under the conditions prescribed by the court;

(viii) The payment of dividends; or

(ix) The award of damages to any aggrieved party.

(b) If the court finds that a party to the proceeding acted arbitrarily, or otherwise not in good faith, it may award one (1) or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
Wyo. Stat. § 17-19-1401 — WY Code / Title 17 / Chapter 19 / Section 17-19-1401
§ 17-19-1401. Dissolution by incorporators or directors
Status: in_force

(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.

(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with W.S. 17-19-822(c) . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.

(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
Wyo. Stat. § 17-21-305 — WY Code / Title 17 / Chapter 21 / Section 17-21-305
§ 17-21-305. Partnership liable for partner's actionable conduct
Status: in_force

(a) A partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with the authority of the partnership.

(b) If in the course of its business, a partnership receives money or property of a person not a partner which is misapplied by a partner while it is in the custody of the partnership, the partnership is liable for the loss.
Wyo. Stat. § 17-16-304 — WY Code / Title 17 / Chapter 16 / Section 17-16-304
§ 17-16-304. Ultra vires
Status: in_force

(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.

(b) A corporation's power to act may be challenged in a proceeding by:

(i) A shareholder against the corporation to enjoin the act;

(ii) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or

(iii) The attorney general under W.S. 17-16-1430 .

(c) In a shareholder's proceeding under paragraph (b)(i) of this section to enjoin an unauthorized corporate act the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Wyo. Stat. § 17-29-402 — WY Code / Title 17 / Chapter 29 / Section 17-29-402
§ 17-29-402. Form of contribution
Status: in_force

A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property and contracts for services to be performed.
Wyo. Stat. § 17-19-1804 — WY Code / Title 17 / Chapter 19 / Section 17-19-1804
§ 17-19-1804. Public benefit, mutual benefit and religious corporations
Status: in_force

(a) On January 1, 1993 each domestic corporation existing on the effective date of this act that is or becomes subject to this act shall be designated as a public benefit, mutual benefit or religious corporation as follows:

(i) Any corporation designated by statute as a public benefit corporation, a mutual benefit corporation or a religious corporation is the type of corporation designated by statute;

(ii) Any corporation that does not come within paragraph (i) of this subsection but is organized primarily or exclusively for religious purposes is a religious corporation;

(iii) Any corporation that does not come within paragraph (i) or (ii) of this subsection but that is recognized as exempt under section 501(c)(iii) of the Internal Revenue Code , or any successor section, is a public benefit corporation;

(iv) Any corporation that does not come within paragraph (i), (ii) or (iii) of this subsection, but that is organized for a public or charitable purpose and that upon dissolution shall distribute its assets to a public benefit corporation, the United States, a state or a person that is recognized as exempt under section 501(c)(iii) of the Internal Revenue Code , or any successor section, is a public benefit corporation; and

(v) Any corporation that does not come within paragraph (i), (ii), (iii) or (iv) of this subsection is a mutual benefit corporation.
Wyo. Stat. § 17-23-107 — WY Code / Title 17 / Chapter 23 / Section 17-23-107
§ 17-23-107. Rights of beneficial owners in trust property
Status: in_force

(a) Except to the extent otherwise provided in the governing instrument, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits or losses of the statutory trust in the proportion of the entire undivided beneficial interest in the statutory trust he owns. The governing instrument of a statutory trust may provide that the statutory trust or the trustees, acting for and on behalf of the statutory trust, shall be deemed to hold beneficial ownership of any income earned on securities of the statutory trust issued by any business entities formed, organized or existing under the laws of any jurisdiction, including the laws of any foreign country.

(b) No creditor of the beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.

(c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument, a beneficial owner has no interest in specific statutory trust property.

(d) Except to the extent otherwise provided in the governing instrument, the transferee of a beneficial owner's beneficial interest in the statutory trust shall only be entitled to receive the share of profits and the return of contributions to which the beneficial owner otherwise would be entitled. In the absence of the unanimous written consent of the owners of all other beneficial interests and of all trustees of the statutory trust, and except to the extent otherwise provided in the governing instrument, a transferee of a beneficial owner's beneficial interest shall have no right to participate in, be kept apprised of the affairs of the statutory trust or to become a beneficial owner of a beneficial interest in the statutory trust.

(e) Except to the extent otherwise provided in the governing instrument, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.
Wyo. Stat. § 17-16-802 — WY Code / Title 17 / Chapter 16 / Section 17-16-802
§ 17-16-802. Qualifications of directors
Status: in_force

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
Wyo. Stat. § 17-10-250 — WY Code / Title 17 / Chapter 10 / Section 17-10-250
§ 17-10-250. Court-supervised dissolution order
Status: in_force

(a) In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.

(b) When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.
Wyo. Stat. § 17-19-1405 — WY Code / Title 17 / Chapter 19 / Section 17-19-1405
§ 17-19-1405. Revocation of dissolution
Status: in_force

(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.

(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.

(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(i) The name of the corporation;

(ii) The effective date of the dissolution that was revoked;

(iii) The date that the revocation of dissolution was authorized;

(iv) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;

(v) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and

(vi) If member or third person action was required to revoke the dissolution, the information required by W.S. 17-19-1404(a)(v) and (vi) .

(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
Wyo. Stat. § 17-4-204 — WY Code / Title 17 / Chapter 4 / Section 17-4-204
§ 17-4-204. Additional exemptions and waivers
Status: in_force

A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 ; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under W.S. 17-4-201 through 17-4-203 .
Wyo. Stat. § 17-19-1101 — WY Code / Title 17 / Chapter 19 / Section 17-19-1101
§ 17-19-1101. Approval of plan of merger
Status: in_force

(a) Subject to the limitations set forth in W.S. 17-19-1102 , one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103 .

(b) The plan of merger shall set forth:

(i) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

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

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

(iv) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part.

(c) The plan of merger may set forth:

(i) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and

(ii) Other provisions relating to the planned merger.
Wyo. Stat. § 17-4-605 — WY Code / Title 17 / Chapter 4 / Section 17-4-605
§ 17-4-605. Rules, forms, orders, interpretative opinions, and hearings
Status: in_force

(a) The secretary of state may:

(i) Issue forms and orders and, after notice and comment, may adopt and amend rules necessary or appropriate to carry out this act and may repeal rules, including rules and forms governing registration statements, applications, notice filings, reports, and other records;

(ii) By rule, define terms, whether or not used in this act, but those definitions may not be inconsistent with this act; and

(iii) By rule, classify securities, persons, and transactions and adopt different requirements for different classes.

(b) Under this act, a rule or form may not be adopted or amended, or an order issued or amended, unless the secretary of state finds that the rule, form, order, or amendment is necessary or appropriate in the public interest or for the protection of investors and is consistent with the purposes intended by this act. In adopting, amending, and repealing rules and forms, W.S. 17-4-608 applies in order to achieve uniformity among the states and coordination with federal laws in the form and content of registration statements, applications, reports, and other records, including the adoption of uniform rules, forms, and procedures.

(c) Subject to section 15(h) of the Securities Exchange Act and section 222 of the Investment Advisers Act of 1940, the secretary of state may require that a financial statement filed under this act be prepared in accordance with generally accepted accounting principles in the United States and comply with other requirements specified by rule adopted or order issued under this act. A rule adopted or order issued under this act may establish:

(i) Subject to section 15(h) of the Securities Exchange Act and section 222 of the Investment Advisers Act of 1940, the form and content of financial statements required under this act;

(ii) Whether unconsolidated financial statements must be filed; and

(iii) Whether required financial statements must be audited by an independent certified public accountant.

(d) The secretary of state may provide interpretative opinions or issue determinations that the secretary of state will not institute a proceeding or an action under this act against a specified person for engaging in a specified act, practice, or course of business if the determination is consistent with this act. A rule adopted or order issued under this act may establish a reasonable charge for interpretative opinions or determinations that the secretary of state will not institute an action or a proceeding under this act.

(e) A penalty under this act may not be imposed for, and liability does not arise from conduct that is engaged in or omitted in good faith believing it conforms to a rule, form, or order of the secretary of state under this act.

(f) A hearing in an administrative proceeding under this act must be conducted in public unless the secretary of state for good cause consistent with this act determines that the hearing will not be so conducted.
Wyo. Stat. § 17-4-510 — WY Code / Title 17 / Chapter 4 / Section 17-4-510
§ 17-4-510. Rescission offers
Status: in_force

(a) A purchaser, seller, or recipient of investment advice may not maintain an action under W.S. 17-4-509 if:

(i) The purchaser, seller, or recipient of investment advice receives in a record, before the action is instituted:

(A) An offer stating the respect in which liability under W.S. 17-4-509 may have arisen and fairly advising the purchaser, seller, or recipient of investment advice of that person's rights in connection with the offer, and any financial or other information necessary to correct all material misrepresentations or omissions in the information that was required by this act to be furnished to that person at the time of the purchase, sale, or investment advice;

(B) If the basis for relief under this section may have been a violation of W.S. 17-4-509(b) , an offer to repurchase the security for cash, payable on delivery of the security, equal to the consideration paid, and interest at six percent (6%) per year from the date of the purchase, less the amount of any income received on the security, or, if the purchaser no longer owns the security, an offer to pay the purchaser upon acceptance of the offer damages in an amount that would be recoverable upon a tender, less the value of the security when the purchaser disposed of it, and interest at six percent (6%) per year from the date of the purchase in cash equal to the damages computed in the manner provided in this subsection;

(C) If the basis for relief under this section may have been a violation of W.S. 17-4-509(c) , an offer to tender the security, on payment by the seller of an amount equal to the purchase price paid, less income received on the security by the purchaser and interest at six percent (6%) per year from the date of the sale; or if the purchaser no longer owns the security, an offer to pay the seller upon acceptance of the offer, in cash, damages in the amount of the difference between the price at which the security was purchased and the value the security would have had at the time of the purchase in the absence of the purchaser's conduct that may have caused liability and interest at six percent (6%) per year from the date of the sale;

(D) If the basis for relief under this section may have been a violation of W.S. 17-4-509(d) ; and if the customer is a purchaser, an offer to pay as specified in subparagraph (B) of this paragraph; or, if the customer is a seller, an offer to tender or to pay as specified in subparagraph (C) of this paragraph;

(E) If the basis for relief under this section may have been a violation of W.S. 17-4-509(e) , an offer to reimburse in cash the consideration paid for the advice and interest at six percent (6%) per year from the date of payment; or

(F) If the basis for relief under this section may have been a violation of W.S. 17-4-509(f) , an offer to reimburse in cash the consideration paid for the advice, the amount of any actual damages that may have been caused by the conduct, and interest at six percent (6%) per year from the date of the violation causing the loss.

(ii) The offer under paragraph (i) of this subsection states that it must be accepted by the purchaser, seller, or recipient of investment advice within thirty (30) days after the date of its receipt by the purchaser, seller, or recipient of investment advice or any shorter period, of not less than three (3) days, that the secretary of state, by order, specifies;

(iii) The offeror has the present ability to pay the amount offered or to tender the security under paragraph (i) of this subsection;

(iv) The offer under paragraph (i) of this subsection is delivered to the purchaser, seller, or recipient of investment advice, or sent in a manner that ensures receipt by the purchaser, seller, or recipient of investment advice; and

(v) The purchaser, seller, or recipient of investment advice that accepts the offer under paragraph (i) of this subsection in a record within the period specified under paragraph (ii) of this subsection is paid in accordance with the terms of the offer.
Wyo. Stat. § 17-16-725 — WY Code / Title 17 / Chapter 16 / Section 17-16-725
§ 17-16-725. Quorum and voting requirements for voting groups
Status: in_force

(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.

(b) Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.

(c) If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this act require a greater number of affirmative votes.

(d) An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater or lesser than specified in subsection (a) or (c) of this section is governed by W.S. 17-16-727 .

(e) The election of directors is governed by W.S. 17-16-728 .
Wyo. Stat. § 17-30-308 — WY Code / Title 17 / Chapter 30 / Section 17-30-308
§ 17-30-308. Certificate of existence
Status: in_force

(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation.

(b) A certificate of existence shall state:

(i) The name of the statutory or foreign foundation used in this state;

(ii) That the statutory foundation was duly formed under the laws of this state and the date of formation, or that the foreign foundation is registered in this state;

(iii) Whether all fees, taxes and penalties due under this act or under other provisions of law have been paid;

(iv) Whether the most recent annual report required pursuant to W.S. 17-30-703 has been filed by the secretary of state;

(v) Whether the secretary of state has classified the statutory foundation or foreign foundation as delinquent;

(vi) Whether articles of termination were delivered to the secretary of state for filing; and

(vii) Other facts of record maintained by the secretary of state which are specified by the person requesting the certificate of existence.

(c) Subject to any qualification stated in a certificate of existence, a certificate of existence issued by the secretary of state shall be conclusive evidence that the statutory foundation or foreign foundation is in existence.
Wyo. Stat. § 17-14-501 — WY Code / Title 17 / Chapter 14 / Section 17-14-501
§ 17-14-501. Admission of additional general partners
Status: in_force

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
Wyo. Stat. § 17-18-114 — WY Code / Title 17 / Chapter 18 / Section 17-18-114
§ 17-18-114. Remedies of secretary of state, offerors, target companies and equity security owners for violations of law
Status: in_force

(a) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or regulation or order adopted under this act, the secretary of state may investigate and issue orders and notices, including temporary ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any district court in the name and on behalf of the state of Wyoming against any person or persons participating in or about to participate in a violation of this act to enjoin those persons from continuing or doing any act in violation of this act or to enforce compliance with this act. In any court proceedings the Wyoming Rules of Civil Procedure shall apply.

(b) Whenever it is reasonably believed that any person has engaged or is about to engage in any act or practice constituting a violation of this act or any regulation or order adopted under this act, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the district court of the county where the target company has its principal office or Natrona county to enjoin that person from continuing or doing any act in violation of this act or to enforce compliance with this act.

(c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this act or any rule or regulation or order of the secretary of state. The court shall not require the secretary of state to post a bond.
Wyo. Stat. § 17-8-108 — WY Code / Title 17 / Chapter 8 / Section 17-8-108
§ 17-8-108. Incorporation for establishing benevolent institutions and for holding real and personal property
Status: in_force

If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.
Wyo. Stat. § 17-21-1105 — WY Code / Title 17 / Chapter 21 / Section 17-21-1105
§ 17-21-1105. Registered limited liability partnership by licensed persons
Status: in_force

Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law or the law of another jurisdiction from forming a registered limited liability partnership if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. Each licensed professional offering professional services through a registered limited liability partnership shall retain their professional license in good standing and shall be subject to all rules, regulations, standards and requirements pertaining thereto.
Wyo. Stat. § 17-4-404 — WY Code / Title 17 / Chapter 4 / Section 17-4-404
§ 17-4-404. Investment adviser representative registration requirement and exemptions
Status: in_force

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

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

(i) An individual who is employed by or associated with an investment adviser that is exempt from registration under W.S. 17-4-403(b) or a federal covered investment adviser that is excluded from the notice filing requirements of W.S. 17-4-405 ; and

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

(c) The registration of an investment adviser representative is not effective while the investment adviser representative is not employed by or associated with an investment adviser registered under this act or a federal covered investment adviser that has made or is required to make a notice filing under W.S. 17-4-405 .

(d) An individual may transact business as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser unless a rule adopted or order issued under this act prohibits or limits an individual from acting as an investment adviser representative for more than one (1) investment adviser or federal covered investment adviser.

(e) It is unlawful for an individual acting as an investment adviser representative, directly or indirectly, to conduct business in this state on behalf of an investment adviser or a federal covered investment adviser if the registration of the individual as an investment adviser representative is suspended or revoked or the individual is barred from employment or association with an investment adviser or a federal covered investment adviser by an order under this act, the securities and exchange commission, or a self-regulatory organization. Upon request from a federal covered investment adviser and for good cause, the secretary of state, by order issued, may waive, in whole or in part, the application of the requirements of this subsection to the federal covered investment adviser.

(f) An investment adviser registered under this act, a federal covered investment adviser that has filed a notice under W.S. 17-4-405 , or a broker-dealer registered under this act is not required to employ or associate with an individual as an investment adviser representative if the only compensation paid to the individual for a referral of investment advisory clients is paid to an investment adviser registered under this act, a federal covered investment adviser who has filed a notice under W.S. 17-4-405 , or a broker-dealer registered under this act with which the individual is employed or associated as an investment adviser representative.
Wyo. Stat. § 17-16-1503 — WY Code / Title 17 / Chapter 16 / Section 17-16-1503
§ 17-16-1503. Application for certificate of authority
Status: repealed

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

(i) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of W.S. 17-16-1506 ;

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

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

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

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

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

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

(viii) A statement that the corporation accepts the constitution of the state of Wyoming in compliance with the requirement of article 10, section 5 of the Wyoming constitution .

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

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

(c) The application for certificate of authority shall be accompanied by a written consent to appointment executed by the registered agent.
Wyo. Stat. § 17-19-120 — WY Code / Title 17 / Chapter 19 / Section 17-19-120
§ 17-19-120. Filing requirements
Status: in_force

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.

(b) This act shall require or permit filing the document in the office of the secretary of state.

(c) The document shall contain the information required by this act. It may contain other information as well.

(d) The document shall be typewritten or printed.

(e) The document shall be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state.

(f) The document shall be executed:

(i) By the chairman of the board of directors of a domestic or foreign corporation, by its president or by another of its officers;

(ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(iii) If the corporation is in the hands of a receiver, trustee or other court-appointed fiduciary, by that fiduciary.

(g) The person executing a document shall sign it manually and shall state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain:

(i) The corporate seal;

(ii) An attestation by the secretary or an assistant secretary; or

(iii) An acknowledgment, verification or proof.

(h) If the secretary of state has prescribed a mandatory form for a document under W.S. 17-19-121 , the document shall be in or on the prescribed form.

(j) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by:

(i) One (1) exact or conformed copy (except as provided in W.S. 17-28-103 );

(ii) The correct filing fee; and

(iii) Any past due or currently due franchise tax, license fee, other fee or penalty required by this act or other law.
Wyo. Stat. § 17-16-1321 — WY Code / Title 17 / Chapter 16 / Section 17-16-1321
§ 17-16-1321. Notice of intent to demand payment and consequences of voting or consenting
Status: in_force

(a) If proposed corporate action requiring appraisal under W.S. 17-16-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:

(i) Shall deliver to the corporation before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and

(ii) Shall not vote or cause or permit to be voted any shares of the class or series in favor of the proposed action.

(b) If a corporate action specified in W.S. 17-16-1302(a) is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares shall not execute a consent in favor of the proposed action with respect to that class or series of shares.

(c) A shareholder who does not satisfy the requirements of subsection (a) or (b) of this section is not entitled to payment for his shares under this article.
Wyo. Stat. § 17-21-202 — WY Code / Title 17 / Chapter 21 / Section 17-21-202
§ 17-21-202. Creation of partnership
Status: in_force

(a) Except as provided in subsection (b) of this section, the association of two (2) or more persons to carry on as co-owners of a business for profit creates a partnership, whether or not the persons intend to create a partnership.

(b) An association created under a statute other than this chapter, any predecessor law or comparable law of another jurisdiction is not a partnership.

(c) In determining whether a partnership is created, the following rules apply:

(i) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property;

(ii) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived;

(iii) The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but that inference may not be drawn if the profits were received in payment:

(A) Of a debt by installments or otherwise;

(B) For services as an independent contractor or of wages or other compensation to an employee;

(C) Of rent;

(D) Of an annuity or other retirement or health benefit to a beneficiary, representative or designee of a deceased or retired partner;

(E) Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds or increase in value derived from the collateral; or

(F) Of consideration for the sale of the goodwill of a business or other property by installments or otherwise.

(d) Except as provided by W.S. 17-21-308 , persons who are not partners as to each other are not partners as to other persons.

(e) A partnership created under this chapter is a general partnership and the partners are general partners of the partnership.
Wyo. Stat. § 17-16-724 — WY Code / Title 17 / Chapter 16 / Section 17-16-724
§ 17-16-724. Corporation's acceptance of votes
Status: in_force

(a) If the name or network signature signed on a vote, consent, waiver, or proxy appointment corresponds to the name or data address of a shareholder, 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 shareholder.

(b) If the name or network signature signed on a vote, consent, waiver, or proxy appointment does not correspond to the name or data address of its shareholder, 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 shareholder if:

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

(ii) The name or network signature signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder 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;

(iii) The name or network signature signed purports to be that of a receiver or trustee in bankruptcy of the shareholder 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;

(iv) The name or network signature signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(v) Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name or network signature signed purports to be the name or data address of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.

(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 shareholder.

(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 or W.S. 17-16-722(b) are not liable in damages to the shareholder 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 or W.S. 17-16-722(b) is valid unless a court of competent jurisdiction determines otherwise.
Wyo. Stat. § 17-16-831 — WY Code / Title 17 / Chapter 16 / Section 17-16-831
§ 17-16-831. Standards of liability for directors
Status: in_force

(a) A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action including abstaining from voting after full disclosure, as a director, unless the party asserting liability in a proceeding establishes that:

(i) No defense interposed by the director based on the following precludes liability:

(A) Any provision in the articles of incorporation authorized by W.S. 17-16-202(b)(iv) ; or

(B) The protection afforded by W.S. 17-16-861 for action taken in compliance with W.S. 17-16-862 or 17-16-863 ; or

(C) The protection afforded by W.S. 17-16-870 ; and

(ii) The challenged conduct consisted or was the result of:

(A) Action not in good faith; or

(B) A decision:

(I) Which the director did not reasonably believe to be in or at least not opposed to the best interests of the corporation; or

(II) As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or

(C) Lack of objectivity due to the director's familial, financial or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct:

(I) Which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation; and

(II) After a reasonable expectation to such effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in or at least not opposed to the best interests of the corporation; or

(D) A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making or causing to be made appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefore; or

(E) Receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.

(b) The party seeking to hold the director liable:

(i) For money damages, shall also have the burden of establishing that:

(A) Harm to the corporation or its shareholders has been suffered; and

(B) The harm suffered was proximately caused by the director's challenged conduct.

(ii) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever burden of proof may be called for to establish that the payment sought is appropriate in the circumstances; or

(iii) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever burden of proof may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(c) Nothing contained in this section shall:

(i) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under W.S. 17-16-861(b)(iii) , alter the burden of proving the fact or lack of fairness otherwise applicable;

(ii) Alter the fact or lack of liability of a director under another section of this act, such as the provisions governing the consequences of an unlawful distribution under W.S. 17-16-833 or a transactional interest under W.S. 17-16-861 ; or

(iii) Affect any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States.
Wyo. Stat. § 17-4-613 — WY Code / Title 17 / Chapter 4 / Section 17-4-613
§ 17-4-613. Securities enforcement and compliance account; purposes
Status: in_force

(a) There is created the securities enforcement and compliance account. Funds within the account shall only be expended by legislative appropriation. All funds within the account shall be invested by the state treasurer and all investment earnings from the account shall be credited to the general fund.

(b) The secretary of state shall credit sixty percent (60%) of all fees collected by the secretary of state under this act to the general fund and the balance to the securities enforcement and compliance account. Annually, on July 1, monies within the account in excess of three hundred fifty thousand dollars ($350,000.00) in the securities enforcement and compliance account shall be credited to the general fund.

(c) The secretary of state may expend money within the account created in subsection (a) of this section as appropriated by the legislature to investigate, prosecute and otherwise ensure compliance with this act and to promote investor awareness which may include investment and antifraud publications and seminars.

(d) The secretary of state shall develop separately identifiable biennial expenditure requests using a base budget, standard budget and exception budget as provided in W.S. 9-2-1002 through 9-2-1014 for the purposes specified in this section and from the account created in subsection (a) of this section.
Wyo. Stat. § 17-30-1001 — WY Code / Title 17 / Chapter 30 / Section 17-30-1001
§ 17-30-1001. Role of court in administration
Status: in_force

(a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law.

(b) A statutory foundation is not subject to continuing judicial supervision unless ordered by a court.

(c) A civil proceeding to approve or disapprove a proposed decision or transaction of a statutory foundation may be commenced by the board of directors of the foundation.
Wyo. Stat. § 17-16-402 — WY Code / Title 17 / Chapter 16 / Section 17-16-402
§ 17-16-402. 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 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. § 17-30-401 — WY Code / Title 17 / Chapter 30 / Section 17-30-401
§ 17-30-401. Reservation to founder of power to amend, revoke, restate or terminate
Status: reserved

(a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable:

(i) Pursuant to W.S. 17-30-201 , the power to amend or restate the articles of formation of a statutory foundation;

(ii) Pursuant to W.S. 17-30-201 , the power to amend the purposes of the statutory foundation;

(iii) The power to amend, revoke or restate the terms of the operating agreement of the statutory foundation;

(iv) The power to terminate the statutory foundation.

(b) A founder must expressly reserve those powers specified in paragraphs (a)(i) and (ii) of this section in the articles of formation of the statutory foundation. The founder may expressly reserve those powers specified by paragraphs (a)(iii) and (iv) of this section in the articles of formation.

(c) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise, any powers reserved to a founder in subsection (a) of this section shall lapse on the death, dissolution or termination of the founder.

(d) A founder shall expressly reserve those powers specified in paragraphs (a)(iii) and (iv) of this section in the operating agreement of the statutory foundation.
Wyo. Stat. § 17-16-1420 — WY Code / Title 17 / Chapter 16 / Section 17-16-1420
§ 17-16-1420. Grounds for administrative dissolution
Status: reserved

(a) The secretary of state may commence a proceeding under W.S. 17-16-1421 to administratively dissolve a corporation if any of the following has occurred:

(i) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630 ;

(ii) Reserved;

(iii) The corporation is without a registered agent or registered office in this state;

(iv) The corporation does not notify the secretary of state within thirty (30) days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;

(v) The corporation's period of duration stated in its articles of incorporation expires;

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

(A) Failed to provide records to the registered agent as required in W.S. 17-28-107 ;

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

(C) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107 .

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

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

(ix) The corporation is in violation of W.S. 17-16-401(d)(v) or 17-16-1506(d)(v) ;

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

(b) Prior to commencing a proceeding under W.S. 17-16-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.
Wyo. Stat. § 17-19-1020 — WY Code / Title 17 / Chapter 19 / Section 17-19-1020
§ 17-19-1020. Amendment by directors
Status: in_force

If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to W.S. 17-19-1030 . The corporation shall provide notice of any meeting of directors at which an amendment is to be approved. The notice shall be in accordance with W.S. 17-19-822(c) . The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment shall be approved by a majority of the directors in office at the time the amendment is adopted.
Wyo. Stat. § 17-29-1015 — WY Code / Title 17 / Chapter 29 / Section 17-29-1015
§ 17-29-1015. Article not exclusive
Status: in_force

This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.
Wyo. Stat. § 17-30-503 — WY Code / Title 17 / Chapter 30 / Section 17-30-503
§ 17-30-503. Protector
Status: in_force

(a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose.

(b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protector in relation to that purpose.

(c) Except as otherwise provided by law and by W.S. 17-30-501 , a founder or other person may be appointed as the protector of a statutory foundation.

(d) The operating agreement of a statutory foundation may authorize a protector to approve or disapprove any specified action of the board of directors of the statutory foundation.
Wyo. Stat. § 17-29-1105 — WY Code / Title 17 / Chapter 29 / Section 17-29-1105
§ 17-29-1105. Saving provisions
Status: repealed

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:

(i) The operation of the statute or any action taken under it before its repeal;

(ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(iii) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or

(iv) Any proceeding or dissolution commenced under the statute before its repeal, and the proceeding or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
Wyo. Stat. § 17-29-701 — WY Code / Title 17 / Chapter 29 / Section 17-29-701
§ 17-29-701. Events causing dissolution
Status: in_force

(a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:

(i) An event or circumstance that the operating agreement or articles of organization states causes dissolution;

(ii) The consent of all the members;

(iii) The passage of ninety (90) consecutive days during which the company has no members;

(iv) On application by a member, the entry of a court order dissolving the company on the grounds that:

(A) The conduct of all or substantially all of the company's activities is unlawful; or

(B) It is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; or

(v) On application by a member or dissociated member, the entry of a court order dissolving the company on the grounds that the managers or those members in control of the company:

(A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or

(B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.

(b) In a proceeding brought under paragraph (a)(v) of this section, the court may order a remedy other than dissolution.
Wyo. Stat. § 17-21-702 — WY Code / Title 17 / Chapter 21 / Section 17-21-702
§ 17-21-702. Dissociated partner's power to bind and liability to partnership
Status: in_force

(a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, is bound by an act of the dissociated partner that would have bound the partnership under W.S. 17-21-301 before dissociation only if the other party to the transaction:

(i) Reasonably believes when entering the transaction that the dissociated partner is a partner at that time;

(ii) Does not have notice of the partner's dissociation; and

(iii) Is not deemed to have notice under W.S. 17-21-303(e) or 17-21-704 .

(b) A dissociated partner is liable to the partnership for any loss caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation, for which the partnership is liable under subsection (a) of this section.
Wyo. Stat. § 17-29-408 — WY Code / Title 17 / Chapter 29 / Section 17-29-408
§ 17-29-408. Indemnification and insurance
Status: in_force

(a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed company or the manager of a manager-managed company in the course of the member's or manager's activities on behalf of the company, if, in making the payment or incurring the debt, obligation or other liability, the member or manager complied with the duties stated in W.S. 17-29-405 and 17-29-409 .

(b) A limited liability company may purchase and maintain insurance on behalf of a member or manager of the company against liability asserted against or incurred by the member or manager in that capacity or arising from that status.
Wyo. Stat. § 17-21-1003 — WY Code / Title 17 / Chapter 21 / Section 17-21-1003
§ 17-21-1003. Application to existing relationships
Status: in_force

(a) Except as otherwise provided in this section, this chapter applies to all partnerships in existence on January 1, 1994 that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and liquidation of partnerships.

(b) W.S. 17-21-802 does not apply to a partnership in existence on January 1, 1994 unless the partners agree otherwise.

(c) This chapter does not impair the obligations of a contract existing on January 1, 1994 or affect an action or proceeding begun or right accrued before January 1, 1994.

(d) A judgment against a partnership or a partner in an action commenced before January 1, 1994 may be enforced in the same manner as a judgment rendered before January 1, 1994.