reglab/housing_qa huggingface dataset:
WY Stat § 17-17-111 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-111 - Share Transfer Prohibition.

17-17-111. Share transfer prohibition.| (a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under W.S. 17-17-112 or pursuant to a buy-sell agreement entered into by all the shareholders.  (b) Except to the extent the articles of incorporation provide otherwise, this section does not apply to a transfer:  (i) To the corporation or to any other holder of the same class or series of shares;  (ii) To members of the shareholder's immediate family, or to a trust, all of whose beneficiaries are members of the shareholder's immediate family, which immediate family consists of his spouse, parents, lineal descendants, including adopted children and stepchildren, and the spouse of any lineal descendant, and brothers and sisters;  (iii) That has been approved in writing by all of the holders of the corporation's shares having general voting rights;  (iv) To a personal representative upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution or similar proceeding brought by or against a shareholder;  (v) By merger, consolidation or share exchange under W.S. 17-16-1101 through 17-16-1114, or an exchange of existing shares for other shares of a different class or series in the corporation;  (vi) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or  (vii) Made after termination of the corporation's status as a statutory close corporation.
WY Stat § 17-17-113 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-113 - Attempted Share Transfer in Breach of Prohibition.

17-17-113. Attempted share transfer in breach of prohibition.| (a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective.  (b) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer that is not binding on the transferee, either because the notice required by W.S. 17-17-110 was not given or because the prohibition is held unenforceable by a court, gives the corporation an option to purchase the shares from the transferee for the same price and on the same terms that he purchased them. To exercise its option, the corporation must give the transferee written notice within thirty (30) days after they are presented for registration in the transferee's name. The corporation may specifically enforce the transferee's sale obligation upon exercise of its purchase option.
WY Stat § 17-17-114 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-114 - Compulsory Purchase of Shares After Death of Shareholder.

17-17-114. Compulsory purchase of shares after death of shareholder.| (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.
WY Stat § 17-17-115 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-115 - Exercise of Compulsory Purchase Right.

17-17-115. Exercise of compulsory purchase right.| (a) A person entitled and desiring to exercise the compulsory purchase right described in W.S. 17-17-114 must deliver a written notice to the corporation, within one hundred twenty (120) days after the death of the shareholder, describing the number and class or series of shares beneficially owned by the decedent and requesting that the corporation offer to purchase the shares.  (b) Within twenty (20) days after the effective date of the notice, the corporation shall call a special shareholders' meeting, to be held not more than forty (40) days after the call, to decide whether the corporation should offer to purchase the shares. A purchase offer must be approved by the affirmative vote of the holders of a majority of votes entitled to be cast at the meeting, excluding votes in respect of the shares covered by the notice.  (c) The corporation must deliver a purchase offer to the person requesting it within seventy-five (75) days after the effective date of the request notice. A purchase offer must be accompanied by the corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the effective date of the request notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any. The person must accept the purchase offer in writing within fifteen (15) days after receiving it or the offer is rejected.  (d) A corporation agreeing to purchase shares under this section may allocate some or all of the shares to one (1) or more of its shareholders or to other persons if all the shareholders voting in favor of the purchase offer approve the allocation. If the corporation has more than one (1) class or series of shares, however, the remaining holders of the class or series of shares being purchased are entitled to a first option to purchase the shares not purchased by the corporation in proportion to their shareholdings or in some other proportion agreed to by all the shareholders participating in the purchase.  (e) If price and other terms of a compulsory purchase of shares are fixed or are to be determined by the articles of incorporation, bylaws, or a written agreement, the price and terms so fixed or determined govern the compulsory purchase unless the purchaser defaults, in which event the buyer is entitled to commence a proceeding for dissolution under W.S. 17-17-116.
WY Stat § 17-17-116 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-116 - Court Action to Compel Purchase.

17-17-116. Court action to compel purchase.| (a) If an offer to purchase shares made under W.S. 17-17-115 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The corporation at its expense shall notify in writing all of its shareholders, and any other person the court directs, of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced under this subsection is plenary and exclusive.  (b) The court shall determine the fair value of the shares subject to compulsory purchase in accordance with the standards set forth in W.S. 17-17-142 together with terms for the purchase. Upon making these determinations the court shall order the corporation to purchase or cause the purchase of the shares or empower the person exercising the compulsory purchase right to have the corporation dissolved.  (c) After the purchase order is entered, the corporation may petition the court to modify the terms of purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.  (d) If the corporation or other purchaser does not make a payment required by the court's order within thirty (30) days of its due date, the seller may petition the court to dissolve the corporation and, absent a showing of good cause for not making the payment, the court shall do so.  (e) A person making a payment to prevent or cure a default by the corporation or other purchaser is entitled to recover the payment from the defaulter.
WY Stat § 17-17-117 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-117 - Court Costs and Other Expenses.

17-17-117. Court costs and other expenses.| (a) The court in a proceeding commenced under W.S. 17-17-116 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parties. Except as provided in subsection (b) of this section, the court shall assess these costs equally against the corporation and the party exercising the compulsory purchase right.  (b) The court may assess all or a portion of the total costs of the proceeding:  (i) Against the person exercising the compulsory purchase right if the court finds that the fair value of the shares does not substantially exceed the corporation's last purchase offer made before commencement of the proceeding and that the person's failure to accept the offer was arbitrary, or otherwise not in good faith; or  (ii) Against the corporation if the court finds that the fair value of the shares substantially exceeds the corporation's last sale offer made before commencement of the proceeding and that the offer was arbitrary, or otherwise not made in good faith.
WY Stat § 17-17-120 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-120 - Shareholder Agreements.

17-17-120. Shareholder agreements.| (a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.  (b) An agreement authorized by this section is effective although:  (i) It eliminates a board of directors;  (ii) It restricts the discretion or powers of the board or authorizes director proxies or weighted voting rights;  (iii) Its effect is to treat the corporation as a partnership; or  (iv) It creates a relationship among the shareholders or between the shareholders and the corporation that would otherwise be appropriate only among partners.  (c) If the corporation has a board of directors, an agreement authorized by this section restricting the discretion or powers of the board relieves directors of liability imposed by law, and imposes that liability on each person in whom the board's discretion or power is vested, to the extent that the discretion or powers of the board of directors are governed by the agreement.  (d) A provision eliminating a board of directors in an agreement authorized by this section is not effective unless the articles of incorporation contain a statement to that effect as required by W.S. 17-17-121.  (e) A provision entitling one (1) or more shareholders to dissolve the corporation under W.S. 17-17-133 is effective only if a statement of this right is contained in the articles of incorporation.  (f) To amend an agreement authorized by this section, all the shareholders must approve the amendment in writing unless the agreement provides otherwise.  (g) Subscribers for shares may act as shareholders with respect to an agreement authorized by this section if shares are not issued when the agreement was made.  (h) This section does not prohibit any other agreement between or among shareholders in a statutory close corporation.
WY Stat § 17-17-121 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-121 - Elimination of Board of Directors.

17-17-121. Elimination of board of directors.| (a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect.  (b) An amendment to articles of incorporation eliminating a board of directors must be approved by all the shareholders of the corporation, 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.  (c) While a corporation is operating without a board of directors as authorized by subsection (a) of this section:  (i) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, the shareholders;  (ii) Unless the articles of incorporation provide otherwise:  (A) Action requiring director approval or both director and shareholder approval is authorized if approved by the shareholders; and  (B) Action requiring a majority or greater percentage vote of the board of directors is authorized if approved by the majority or greater percentage of the votes of shareholders entitled to vote on the action.  (iii) A shareholder is not liable for his act or omission, although a director would be, unless the shareholder was entitled to vote on the action;  (iv) A requirement by a state or the United States that a document delivered for filing contain a statement that specified action has been taken by the board of directors is satisfied by a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved by the shareholders; and  (v) The shareholders by resolution may appoint one (1) or more shareholders to sign documents as "designated directors."  (d) An amendment to articles of incorporation deleting the statement eliminating a board of directors must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. The amendment must also specify the number, names and addresses of the corporation's directors or describe who will perform the duties of a board under W.S. 17-16-801.
WY Stat § 17-17-122 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-122 - Bylaws.

17-17-122. Bylaws.| (a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by W.S. 17-17-120.  (b) If a corporation does not have bylaws when its statutory close corporation status terminates under W.S. 17-17-131, the corporation shall immediately adopt bylaws under W.S. 17-16-206.
WY Stat § 17-17-123 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-123 - Annual Meeting.

17-17-123. Annual meeting.| (a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a different date.  (b) A statutory close corporation need not hold an annual meeting unless one (1) or more shareholders deliver written notice to the corporation requesting a meeting at least thirty (30) days before the meeting date determined under subsection (a) of this section.
WY Stat § 17-17-124 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-124 - Execution of Documents in More Than One Capacity.

17-17-124. Execution of documents in more than one capacity.| Notwithstanding any law to the contrary, an individual who holds more than one (1) office in a statutory close corporation may execute, acknowledge or verify in more than one (1) capacity any document required to be executed, acknowledged or verified by the holders of two (2) or more offices.
WY Stat § 17-17-125 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-125 - Limited Liability.

17-17-125. Limited liability.| The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation.
WY Stat § 17-17-130 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-130 - Merger, Consolidation, Share Exchange and Sale of Assets.

17-17-130. Merger, consolidation, share exchange and sale of assets.| (a) A plan of merger, consolidation or share exchange that:  (i) If effected would terminate statutory close corporation status 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 the holders are otherwise entitled to vote on the plan;  (ii) If effected would create the surviving or new corporation as a statutory close corporation 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 surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan.  (b) A sale, lease, exchange, mortgage, encumbrance or other disposition of all or substantially all of the property, with or without the good will, of a statutory close corporation, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.
WY Stat § 17-17-131 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-131 - Termination of Statutory Close Corporation Status.

17-17-131. Termination of statutory close corporation status.| (a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under W.S. 17-17-121, the amendment must either comply with W.S. 17-16-801 or delete the statement dispensing with the board of directors from its articles of incorporation.  (b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments.  (c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under W.S. 17-16-1301 through 17-16-1331.
WY Stat § 17-17-132 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-132 - Effect of Termination of Statutory Close Corporation Status.

17-17-132. Effect of termination of statutory close corporation status.| (a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of the Wyoming Business Corporation Act and, if incorporated under W.S. 17-3-101 through 17-3-104, to all provisions of those statutes.  (b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless this chapter, the Wyoming Business Corporation Act, or another law of this state invalidates the right.
WY Stat § 17-17-133 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-133 - Shareholder Option to Dissolve Corporation.

17-17-133. Shareholder option to dissolve corporation.| (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.