reglab/housing_qa huggingface dataset:
WY Stat § 17-19-1402 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1402 - Dissolution by Directors, Members and Third Persons.

17-19-1402. Dissolution by directors, members and third persons.| (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, dissolution is authorized if it is approved:  (i) By the board;  (ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and  (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.  (b) If the corporation does not have members, dissolution shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which 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 dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  (c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.  (d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.  (e) If the board seeks to have dissolution 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 of dissolution.  (f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
WY Stat § 17-19-1403 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1403 - Notices to the Secretary of State.

17-19-1403. Notices to the secretary of state.| (a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general.  (b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier.  (c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.
WY Stat § 17-19-1404 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1404 - Articles of Dissolution.

17-19-1404. Articles of dissolution.| (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:  (i) The name of the corporation;  (ii) The date dissolution was authorized;  (iii) A statement that dissolution was approved by a sufficient vote of the board;  (iv) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;  (v) If approval by members was required:  (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and  (B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.  (vi) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1402(a)(iii), a statement that the approval was obtained; and  (vii) If the corporation is a public benefit or religious corporation, that the notice to the secretary of state required by W.S. 17-19-1403(a) has been given.  (b) A corporation is dissolved upon the effective date of its articles of dissolution.
WY Stat § 17-19-1405 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1405 - Revocation of Dissolution.

17-19-1405. Revocation of dissolution.| (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.
WY Stat § 17-19-1406 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1406 - Effect of Dissolution.

17-19-1406. Effect of dissolution.| (a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:  (i) Preserving and protecting its assets and minimizing its liabilities;  (ii) Discharging or making provision for discharging its liabilities and obligations;  (iii) Disposing of its properties that will not be distributed in kind;  (iv) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;  (v) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;  (vi) If the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:  (A) To one (1) or more persons described in section 501(c)(iii) of the Internal Revenue Code; or  (B) If the dissolved corporation is not described in section 501(c)(iii) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations.  (vii) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and  (viii) Doing every other act necessary to wind up and liquidate its assets and affairs.  (b) Dissolution of a corporation does not:  (i) Transfer title to the corporation's property;  (ii) Subject its directors or officers to standards of conduct different from those prescribed in article 8 of this act;  (iii) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;  (iv) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (v) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (vi) Terminate the authority of the registered agent.
WY Stat § 17-19-1407 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1407 - Known Claims Against Dissolved Corporation.

17-19-1407. Known claims against dissolved corporation.| (a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.  (b) The dissolved corporation shall notify its known claimants in writing by mail or private carrier or by personal delivery of the dissolution at any time after its effective date. The written notice shall:  (i) Describe information that shall be included in a claim;  (ii) Provide a mailing address where a claim may be sent;  (iii) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation shall receive the claim; and  (iv) State that the claim will be barred if not received by the deadline.  (c) A claim against the dissolved corporation is barred:  (i) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or  (ii) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.  (d) For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
WY Stat § 17-19-1408 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1408 - Unknown Claims Against Dissolved Corporation.

17-19-1408. Unknown claims against dissolved corporation.| (a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.  (b) The notice shall:  (i) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located;  (ii) Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent; and  (iii) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years or the number of years set forth in the applicable statute of limitation, whichever is less, after publication of the notice.  (c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years or the number of years set forth in the applicable statute of limitations, whichever is less, after the publication date of the newspaper notice:  (i) A claimant who did not receive written notice under W.S. 17-19-1407;  (ii) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and  (iii) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.  (d) A claim may be enforced under this section:  (i) Against the dissolved corporation, to the extent of its undistributed assets; or  (ii) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
WY Stat § 17-19-1420 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1420 - Grounds for Administrative Dissolution.

17-19-1420. Grounds for administrative dissolution.| (a) The secretary of state may commence a proceeding under W.S. 17-19-1421 to administratively dissolve a corporation if any of the following has occurred:  (i) The corporation is without a registered agent or registered office in this state for thirty (30) days or more;  (ii) 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;  (iii) The corporation's period of duration, if any, stated in its articles of incorporation expires;  (iv) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630;  (v) It is in the public interest and the corporation:  (A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or  (B) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107.  (vi) 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;  (vii) The corporation has failed to respond to a valid and enforceable subpoena;  (viii) The corporation has failed to pay any penalties imposed under W.S. 17-28-109.  (b) Prior to commencing a proceeding under W.S. 17-19-1421 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.
WY Stat § 17-19-1421 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1421 - Procedure for and Effect of Administrative Dissolution.

17-19-1421. Procedure for and effect of administrative dissolution.| (a) Upon determining that one (1) or more grounds exist under W.S. 17-19-1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under W.S. 17-28-104. In the case of a public benefit corporation the secretary of state shall also notify the attorney general in writing.  (b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under W.S. 17-28-104, and in the case of a public benefit corporation shall notify the attorney general in writing.  (c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under W.S. 17-19-1406 and notify its claimants under W.S. 17-19-1407 and 17-19-1408.  (d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.  (e) Repealed by Laws 2008, Ch. 91, § 3.
WY Stat § 17-19-1422 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1422 - Reinstatement Following Administrative Dissolution.

17-19-1422. Reinstatement following administrative dissolution.| (a) A corporation administratively dissolved under W.S. 17-19-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall:  (i) Recite the name of the corporation and the effective date of its administrative dissolution;  (ii) State that the ground or grounds for dissolution either did not exist or have been eliminated;  (iii) Repealed By Laws 1999, ch. 196, § 2.  (iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630, include payment of fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17-19-122; and  (v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.  (b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104.  (c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.  (d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.
WY Stat § 17-19-1423 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1423 - Appeal From Denial of Reinstatement.

17-19-1423. Appeal from denial of reinstatement.| (a) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.  (b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.  (c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.  (d) The court's final decision may be appealed as in other civil proceedings.
WY Stat § 17-19-1430 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 19 - Wyoming Nonprofit Corporation Act|Article 14 - Dissolution|Section 17-19-1430 - Grounds for Judicial Dissolution.

17-19-1430. Grounds for judicial dissolution.| (a) The district court may dissolve a corporation:  (i) In a proceeding by the attorney general if it is established that:  (A) The corporation obtained its articles of incorporation through fraud;  (B) The corporation has continued to exceed or abuse the authority conferred upon it by law;  (C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or  (D) The corporation is a public benefit corporation and is no longer able to carry out its purposes.  (ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:  (A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock;  (B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;  (C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;  (D) The corporate assets are being misapplied or wasted; or  (E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes.  (iii) In a proceeding by a creditor if it is established that:  (A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or  (B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.  (iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.  (b) Prior to dissolving a corporation, the court shall consider whether:  (i) There are reasonable alternatives to dissolution;  (ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and  (iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.