reglab/housing_qa huggingface dataset:
WY Stat § 17-29-708 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-708 - Distribution of Assets in Winding Up Limited Liability Company's Activities.

17-29-708. Distribution of assets in winding up limited liability company's activities.| (a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.  (b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under W.S. 17-29-503:  (i) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and  (ii) In equal shares among members and dissociated members, except:  (A) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110;  (B) To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or  (C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.  (c) If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.  (d) Repealed by Laws 2017, ch. 51, § 2.
WY Stat § 17-29-901 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-901 - Direct Action by Member.

17-29-901. Direct action by member.| (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.  (b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
WY Stat § 17-29-902 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-902 - Derivative Action.

17-29-902. Derivative action.| (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.
WY Stat § 17-29-903 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-903 - Proper Plaintiff.

17-29-903. Proper plaintiff.| (a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.  (b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
WY Stat § 17-29-904 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-904 - Pleading.

17-29-904. Pleading.| (a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity:  (i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or  (ii) If a demand has not been made, the reasons a demand under W.S. 17-29-902(a)(i) would be futile.
WY Stat § 17-29-905 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-905 - Special Litigation Committee.

17-29-905. Special litigation committee.| (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under W.S. 17-29-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.  (b) A special litigation committee may be composed of one (1) or more disinterested and independent individuals, who may be members.  (c) A special litigation committee may be appointed:  (i) In a member-managed limited liability company:  (A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and  (B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or  (ii) In a manager-managed limited liability company:  (A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and  (B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.  (d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:  (i) Continue under the control of the plaintiff;  (ii) Continue under the control of the committee;  (iii) Be settled on terms approved by the committee; or  (iv) Be dismissed.  (e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
WY Stat § 17-29-906 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 9 - Actions by Members|Section 17-29-906 - Proceeds and Expenses.

17-29-906. Proceeds and expenses.| (a) Except as otherwise provided in subsection (b) of this section:  (i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and  (ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.  (b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
WY Stat § 17-29-1002 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1002 - Merger.

17-29-1002. Merger.| (a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:  (i) The governing statute of each of the other organizations authorizes the merger;  (ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes;  (iii) Each of the other organizations complies with its governing statute in effecting the merger; and  (iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable.  (b) A plan of merger shall be in a record and shall include:  (i) The name and form of each constituent organization;  (ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;  (iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration;  (iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and  (v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
WY Stat § 17-29-1003 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1003 - Action on Plan of Merger by Constituent Limited Liability Company.

17-29-1003. Action on plan of merger by constituent limited liability company.| (a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company.  (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004, a constituent limited liability company may amend the plan or abandon the merger:  (i) As provided in the plan; or  (ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
WY Stat § 17-29-1004 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1004 - Filings Required for Merger; Effective Date.

17-29-1004. Filings required for merger; effective date.| (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:  (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and  (ii) Each other constituent organization, as provided in its governing statute.  (b) Articles of merger under this section shall include:  (i) The name and form of each constituent organization and the jurisdiction of its governing statute;  (ii) The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;  (iii) The date the merger is effective under the governing statute of the surviving organization;  (iv) If the surviving organization is to be created by the merger:  (A) If it will be a limited liability company, the company's articles of organization; or  (B) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record.  (v) If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;  (vi) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;  (vii) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of W.S. 17-29-1005(b); and  (viii) Any additional information required by the governing statute of any constituent organization.  (c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state.  (d) A merger becomes effective under this chapter:  (i) If the surviving organization is a limited liability company, upon the later of:  (A) Compliance with subsection (c) of this section; or  (B) Subject to W.S. 17-29-205(c), as specified in the articles of merger; or  (ii) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.  (e) If the secretary of state finds that the articles of merger comply with the requirements of law, that all required fees have been paid and a certificate has been requested, he shall issue a certificate of merger.
WY Stat § 17-29-1005 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1005 - Effect of Merger.

17-29-1005. Effect of merger.| (a) When a merger becomes effective:  (i) The surviving organization continues or comes into existence;  (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;  (iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization;  (iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization;  (v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;  (vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;  (vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;  (viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7 of this chapter;  (ix) If the surviving organization is created by the merger:  (A) If it is a limited liability company, the articles of organization becomes effective; or  (B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and  (x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.  (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.
WY Stat § 17-29-1006 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1006 - Conversion.

17-29-1006. Conversion.| An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.
WY Stat § 17-29-1009 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1009 - Effect of Conversion.

17-29-1009. Effect of conversion.| (a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes.  (b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection.
WY Stat § 17-29-1012 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1012 - Domestication of Foreign Limited Liability Companies.

17-29-1012. Domestication of foreign limited liability companies.| Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution may become a domestic limited liability company of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign limited liability company a certificate of domestication which shall continue the company as if it had been created under this chapter. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign limited liability company and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic limited liability companies under the provisions of the Revised Uniform Limited Liability Company Act.
WY Stat § 17-29-1013 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1013 - Application for Certificate of Domestication; Articles of Domestication.

17-29-1013. Application for certificate of domestication; articles of domestication.| (a) A foreign limited liability company, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth:  (i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter or other authorization, and a certificate of good standing not more than thirty (30) days old;  (ii) The name of the company and the jurisdiction under the laws of which it is created;  (iii) The date of organization and the period of duration of the company;  (iv) The address of the principal office of the company and the jurisdiction under the laws of which it is created;  (v) The address of the proposed registered office of the company in this state, and the name of its proposed registered agent in this state at that address;  (vi) Repealed By Laws 2014, Ch. 65, § 2.  (vii) Repealed By Laws 2014, Ch. 65, § 2.  (viii) Repealed By Laws 2014, Ch. 65, § 2.  (ix) Repealed By Laws 2014, Ch. 65, § 2.  (x) Any additional information permitted in articles of organization under W.S. 17-29-201.
WY Stat § 17-29-1014 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1014 - Restrictions on Approval of Mergers, Conversions, Continuances, Transfers and Domestications.

17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications.| (a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, continued, transferred or domesticated organization, approval or amendment of a plan of merger, conversion, continuance, transfer or domestication are ineffective without the consent of the member, unless:  (i) The company's operating agreement provides for approval of a merger, conversion, continuance, transfer or domestication with the consent of fewer than all the members; and  (ii) The member has consented to the provision of the operating agreement.  (b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
WY Stat § 17-29-1015 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 10 - Merger, Conversion, Continuance, Transfer and Domestication|Section 17-29-1015 - Article Not Exclusive.

17-29-1015. Article not exclusive.| This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.
WY Stat § 17-29-1101 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 11 - Miscellaneous Provisions|Section 17-29-1101 - Uniformity of Application and Construction.

17-29-1101. Uniformity of application and construction.| In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
WY Stat § 17-29-1102 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 11 - Miscellaneous Provisions|Section 17-29-1102 - Secretary of State Powers.

17-29-1102. Secretary of state powers.| The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.