reglab/housing_qa huggingface dataset:
WY Stat § 17-29-405 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 4 - Relations of Members to Each Other and to the Limited Liability Company|Section 17-29-405 - Limitations on Distribution.

17-29-405. Limitations on distribution.| (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.
WY Stat § 17-29-406 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 4 - Relations of Members to Each Other and to the Limited Liability Company|Section 17-29-406 - Liability for Improper Distributions.

17-29-406. Liability for improper distributions.| (a) Except as otherwise provided in subsection (b) of this section, if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made in violation of W.S. 17-29-405 and in consenting to the distribution fails to comply with W.S. 17-29-409, the member or manager is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of W.S. 17-29-405.  (b) To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one (1) or more other members, the liability stated in subsection (a) of this section applies to the other members and not the member that the operating agreement relieves of authority and responsibility.  (c) A person that receives a distribution knowing that the distribution to that person was made in violation of W.S. 17-29-405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under W.S. 17-29-405.  (d) A person against which an action is commenced because the person is liable under subsection (a) of this section may:  (i) Implead any other person that is subject to liability under subsection (a) of this section and seek to compel contribution from the person; and  (ii) Implead any person that received a distribution in violation of subsection (c) of this section and seek to compel contribution from the person in the amount the person received in violation of subsection (c) of this section.  (e) An action under this section is barred if not commenced within two (2) years after the distribution.
WY Stat § 17-29-408 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 4 - Relations of Members to Each Other and to the Limited Liability Company|Section 17-29-408 - Indemnification and Insurance.

17-29-408. Indemnification and insurance.| (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.
WY Stat § 17-29-501 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17-29-501 - Nature of Transferable Interest.

17-29-501. Nature of transferable interest.| A transferable interest is personal property.
WY Stat § 17-29-502 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17-29-502 - Transfer of Transferable Interest.

17-29-502. Transfer of transferable interest.| (a) A transfer, in whole or in part, of a transferable interest:  (i) Is permissible;  (ii) Except as otherwise provided in this chapter, does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and  (iii) Subject to W.S. 17-29-504, does not entitle the transferee to:  (A) Participate in the management or conduct of the company's activities; or  (B) Except as otherwise provided in subsection (c) of this section, have access to records or other information concerning the company's activities.  (b) A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.  (c) In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.  (d) A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate.  (e) A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.  (f) A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.  (g) Except as otherwise provided in W.S. 17-29-602(a)(iv)(B), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.  (h) When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under W.S. 17-29-403 and 17-29-406(c) known to the transferee when the transferee becomes a member.
WY Stat § 17-29-503 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17-29-503 - Charging Order.

17-29-503. Charging order.| (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor.  (b) Reserved.  (c) Reserved.  (d) The member or transferee whose transferable interest is subject to a charging order under subsection (a) of this section may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order.  (e) A limited liability company or one (1) or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order.  (f) This article does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest.  (g) This section provides the exclusive remedy by which a person seeking to enforce a judgment against a judgment debtor, including any judgment debtor who may be the sole member, dissociated member or transferee, may, in the capacity of the judgment creditor, satisfy the judgment from the judgment debtor's transferable interest or from the assets of the limited liability company. Other remedies, including foreclosure on the judgment debtor's limited liability interest and a court order for directions, accounts and inquiries that the judgment debtor might have made are not available to the judgment creditor attempting to satisfy a judgment out of the judgment debtor's interest in the limited liability company and may not be ordered by the court.
WY Stat § 17-29-504 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 5 - Transferable Interests and Rights of Transferees and Creditors|Section 17-29-504 - Power of Personal Representative of Deceased Member.

17-29-504. Power of personal representative of deceased member.| 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.
WY Stat § 17-29-601 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 6 - Member's Dissociation|Section 17-29-601 - Member's Power to Dissociate; Wrongful Dissociation.

17-29-601. Member's power to dissociate; wrongful dissociation.| (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under W.S. 17-29-602(a)(i).  (b) A person's dissociation from a limited liability company is wrongful only if the dissociation:  (i) Is in breach of an express provision of the operating agreement; or  (ii) Occurs before the termination of the company and:  (A) The person is expelled as a member by judicial order under W.S. 17-29-602(a)(v); or  (B) The person is dissociated under W.S. 17-29-602(a)(vii)(A) by becoming a debtor in bankruptcy.  (c) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to W.S. 17-29-901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation or other liability of the member to the company or the other members.
WY Stat § 17-29-603 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 6 - Member's Dissociation|Section 17-29-603 - Effect of Person's Dissociation as Member.

17-29-603. Effect of person's dissociation as member.| (a) When a person is dissociated as a member of a limited liability company:  (i) The person's right to participate as a member in the management and conduct of the company's activities terminates;  (ii) If the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and  (iii) Subject to W.S. 17-29-504 and article 10 of this chapter, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee.  (b) A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation or other liability to the company or the other members which the person incurred while a member.
WY Stat § 17-29-701 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-701 - Events Causing Dissolution.

17-29-701. Events causing dissolution.| (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.
WY Stat § 17-29-702 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-702 - Winding Up.

17-29-702. Winding up.| (a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.  (b) In winding up its activities, a limited liability company:  (i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and  (ii) May:  (A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;  (B) Preserve the company activities and property as a going concern for a reasonable time;  (C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;  (D) Transfer the company's property;  (E) Settle disputes by mediation or arbitration;  (F) Reserved; and  (G) Perform other acts necessary or appropriate to the winding up.  (c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii).  (d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:  (i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and  (ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:  (A) State that the company has no members;  (B) State that the person has been appointed pursuant to this subsection to wind up the company; and  (C) Provide the street and mailing addresses of the person.  (e) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:  (i) On application of a member, if the applicant establishes good cause;  (ii) On the application of a transferee, if:  (A) The company does not have any members;  (B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and  (C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or  (iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).
WY Stat § 17-29-703 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-703 - Known Claims Against Dissolved Limited Liability Company.

17-29-703. Known claims against dissolved limited liability company.| (a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section.  (b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall:  (i) Specify the information required to be included in a claim;  (ii) Provide a mailing address to which the claim is to be sent;  (iii) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and  (iv) State that the claim will be barred if not received by the deadline.  (c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:  (i) The claim is not received by the specified deadline; or  (ii) If the claim is timely received but rejected by the company:  (A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety (90) days after the claimant receives the notice; and  (B) The claimant does not commence the required action within the ninety (90) days.  (d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
WY Stat § 17-29-704 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-704 - Other Claims Against Dissolved Limited Liability Company.

17-29-704. Other claims against dissolved limited liability company.| (a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.  (b) The notice authorized by subsection (a) of this section shall:  (i) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;  (ii) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and  (iii) State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice.  (c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within three (3) years after the publication date of the notice, the claim of each of the following claimants is barred:  (i) A claimant that did not receive notice in a record under W.S. 17-29-703;  (ii) A claimant whose claim was timely sent to the company but not acted on; and  (iii) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.  (d) A claim not barred under this section or W.S. 17-29-703(c) may be enforced:  (i) Against a dissolved limited liability company, to the extent of its undistributed assets; and  (ii) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
WY Stat § 17-29-707 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 29 - Wyoming Limited Liability Company Act|Article 7 - Dissolution and Winding Up|Section 17-29-707 - Appeal From Rejection of Reinstatement.

17-29-707. Appeal from rejection of reinstatement.| Appeals of decisions of the secretary of state under this article may be made as provided in W.S. 17-16-1423.