reglab/housing_qa huggingface dataset:
WY Stat § 17-16-1323 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1323 - Perfection of Rights; Right to Withdraw.

17-16-1323. Perfection of rights; right to withdraw.| (a) A shareholder who receives notice pursuant to W.S. 17-16-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit his certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to W.S. 17-16-1322(b)(ii)(B). In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to W.S. 17-16-1322(b)(i). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after acquired shares under W.S. 17-16-1324. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection (b) of this section.  (b) The shareholder who has complied with subsection (a) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to W.S. 17-16-1322(b)(ii)(E). A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.  (c) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit his share certificates where required, each by the date set forth in the notice described in W.S. 17-16-1322(b), is not entitled to payment under this article.
WY Stat § 17-16-1324 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1324 - Payment.

17-16-1324. Payment.| (a) Except as provided in W.S. 17-16-1325, within one hundred twenty (120) days after the form required by W.S. 17-16-1322(b)(ii)(B) is due, the corporation shall pay in cash or other agreed upon consideration to those shareholders who complied with W.S. 17-16-1323 the amount the corporation estimates to be the fair value of his shares, plus interest.  (b) The payment to each shareholder pursuant to subsection (a) of this section shall be accompanied by:  (i) The annual financial statements specified in W.S. 17-16-1620(a) of the corporation that issued the shares to be appraised, which shall be of a date ending not more than sixteen (16) months before the date of payment and shall comply with W.S. 17-16-1620(b), provided that if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information. The corporation shall also provide the latest available quarterly financial statements, if any;  (ii) A statement of the corporation's estimate of the fair value of the shares which estimate shall equal or exceed the corporation's estimate given pursuant to W.S. 17-16-1322(b)(ii)(C);  (iii) A statement that shareholders described in subsection (a) of this section have the right to demand further payment under W.S. 17-16-1326 and that if any shareholder does not do so within the time period specified therein, the shareholder shall be deemed to have accepted such payment in full satisfaction of the corporation's obligations under this article.
WY Stat § 17-16-1325 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1325 - After-Acquired Shares.

17-16-1325. After-acquired shares.| (a) A corporation may elect to withhold payment required by W.S. 17-16-1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to W.S. 17-16-1322(b)(i).  (b) If the corporation elected to withhold payment under subsection (a) of this section, it shall, within thirty (30) days after the form required by W.S. 17-16-1322(b)(ii)(B) is due, notify all shareholders described in subsection (a) of this section:  (i) Of the information required by W.S. 17-16-1324(b)(i);  (ii) Of the corporation's estimate of fair value pursuant to W.S. 17-16-1324(b)(ii);  (iii) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under W.S. 17-16-1326;  (iv) That those shareholders who wish to accept the offer shall so notify the corporation of their acceptance of the corporation's offer within thirty (30) days after receiving the offer; and  (v) That those shareholders who do not satisfy the requirements for demanding appraisal under W.S. 17-16-1326 shall be deemed to have accepted the corporation's offer.  (c) Within ten (10) days after receiving the shareholder's acceptance pursuant to subsection (b) of this section, the corporation shall pay in cash or other agreed upon consideration the amount it offered under paragraph (b)(ii) of this section to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.  (d) Within one hundred thirty (130) days after sending the notice described in subsection (b) of this section, the corporation shall pay in cash the amount it offered to pay under paragraph (b)(ii) of this section to each shareholder described in paragraph (b)(v) of this section.
WY Stat § 17-16-1326 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1326 - Procedure if Shareholder Dissatisfied With Payment or Offer.

17-16-1326. Procedure if shareholder dissatisfied with payment or offer.| (a) A shareholder paid pursuant to W.S. 17-16-1324 who is dissatisfied with the amount of the payment may notify the corporation in writing of that shareholder's estimate of the fair value of his shares and demand payment of his estimate plus interest, less any payment under W.S. 17-16-1324. A shareholder offered payment under W.S. 17-16-1325 who is dissatisfied with that offer shall reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest.  (b) A shareholder who fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (a) of this section within thirty (30) days after receiving the corporation's payment or offer of payment under W.S. 17-16-1324 or 17-16-1325, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.
WY Stat § 17-16-1330 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1330 - Court Action.

17-16-1330. Court action.| (a) If a shareholder makes a demand for payment under W.S. 17-16-1326 which remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty (60) day period, it shall pay each shareholder demanding appraisal rights whose demand remains unsettled the amount demanded pursuant to W.S. 17-16-1326 plus interest.  (b) The corporation shall commence the proceeding in the district court of the county where a corporation's principal office, or if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located at the time of the transaction.  (c) The corporation shall make all shareholders, whether or not residents of this state, whose demands remain unsettled parties to the proceeding as in an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.  (d) The jurisdiction of the court in which the proceeding is commenced under subsection (b) of this section is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in the amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings.  (e) Each shareholder made a party to the proceeding is entitled to judgment for:  (i) The amount, if any, by which the court finds the fair value of his shares, plus interest, exceeds the amount paid by the corporation to the shareholder for those shares; or  (ii) The fair value, plus accrued interest, of his after-acquired shares for which the corporation elected to withhold payment under W.S. 17-16-1325.
WY Stat § 17-16-1331 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1331 - Court Costs and Counsel Fees.

17-16-1331. Court costs and counsel fees.| (a) The court in an appraisal proceeding commenced under W.S. 17-16-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds the shareholders demanding appraisal rights acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.  (b) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:  (i) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of W.S. 17-16-1320 through 17-16-1326; or  (ii) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.  (c) If the court in an appraisal proceeding finds that the services of counsel and any other expenses incurred for any shareholder demanding appraisal were of substantial benefit to other shareholders similarly situated, and that the fees for those services and other expenses should not be assessed against the corporation, the court may direct that those fees and expenses be paid out of the amounts awarded the shareholders who were benefited.  (d) To the extent the corporation fails to make a required payment pursuant to W.S. 17-16-1324, 17-16-1325 or 17-16-1326, the shareholder may sue directly for the amount owed, and to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.
WY Stat § 17-16-1340 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 13 - Appraisal Rights|Section 17-16-1340 - Other Remedies Limited.

17-16-1340. Other remedies limited.| (a) The legality of a proposed or completed corporate action described in W.S. 17-16-1302(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.  (b) Subsection (a) of this section does not apply to a corporate action that:  (i) Was not authorized and approved in accordance with the applicable provisions of:  (A) Article 9, 10, 11 or 12 of this act;  (B) The articles of incorporation or bylaws; or  (C) The resolution of the board of directors authorizing the corporate action.  (ii) Was procured as a result of fraud, a material misrepresentation or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;  (iii) Reserved;  (iv) Is approved by less than unanimous consent of the voting shareholders pursuant to W.S. 17-16-704 if:  (A) The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten (10) days before the corporate action was effected; and  (B) The proceeding challenging the corporate action is commenced within ten (10) days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.
WY Stat § 17-16-1401 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1401 - Dissolution by Incorporators or Initial Directors.

17-16-1401. Dissolution by incorporators or initial directors.| (a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution that set forth:  (i) The name of the corporation;  (ii) The date of its incorporation;  (iii) Either:  (A) That none of the corporation's shares has been issued; or  (B) That the corporation has not commenced business.  (iv) That no debt of the corporation remains unpaid;  (v) That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and  (vi) That a majority of the incorporators or initial directors authorized the dissolution.
WY Stat § 17-16-1402 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1402 - Dissolution by Board of Directors and Shareholders.

17-16-1402. Dissolution by board of directors and shareholders.| (a) A corporation's board of directors may propose dissolution for submission to the shareholders.  (b) For a proposal to dissolve to be adopted:  (i) The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and  (ii) The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (e) of this section.  (c) The board of directors may condition its submission of the proposal for dissolution on any basis.  (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with W.S. 17-16-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.  (e) Unless the articles of incorporation or the board of directors, acting pursuant to subsection (c) of this section, require a greater vote or a vote by voting groups, adoption of the proposal to dissolve shall require the approval of the shareholders at a meeting at which a quorum consisting of at least a majority of the votes entitled to be cast exists.
WY Stat § 17-16-1403 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1403 - Articles of Dissolution.

17-16-1403. Articles of dissolution.| (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:  (i) The name of the corporation;  (ii) The date dissolution was authorized;  (iii) If dissolution was approved by the shareholders a statement that the proposal to dissolve was duly approved by the shareholders in the manner required by this act and by the articles of incorporation.  (b) A corporation is dissolved upon the effective date of its articles of dissolution.  (c) For purposes of this article, "dissolved corporation" means a corporation whose articles of dissolution have become effective and includes a successor entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
WY Stat § 17-16-1404 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1404 - Revocation of Dissolution.

17-16-1404. Revocation of dissolution.| (a) A corporation may revoke its dissolution within one hundred twenty (120) days of the effective date of the dissolution.  (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 shareholder action.  (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 which shall satisfy the requirements of W.S. 17-16-401;  (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 shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and  (vi) If shareholder action was required to revoke the dissolution, the information required by W.S. 17-16-1403(a)(iii).  (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 if the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred, except the corporation may be required to adopt some other name by amending its articles of incorporation in the manner provided by this act so its name satisfies the requirements of W.S. 17-16-401.
WY Stat § 17-16-1405 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1405 - Effect of Dissolution.

17-16-1405. Effect of dissolution.| (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:  (i) Collecting its assets;  (ii) Disposing of its properties that will not be distributed in kind to its shareholders;  (iii) Discharging or making provision for discharging its liabilities;  (iv) Distributing its remaining property among its shareholders according to their interests; and  (v) Doing every other act necessary to wind up and liquidate its business and affairs.  (b) Dissolution of a corporation does not:  (i) Transfer title to the corporation's property;  (ii) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;  (iii) Subject its directors or officers to standards of conduct different from those prescribed in article 8;  (iv) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;  (v) Prevent commencement of a proceeding by or against the corporation in its corporate name;  (vi) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or  (vii) Terminate the authority of the registered agent of the corporation.
WY Stat § 17-16-1406 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 16 - Wyoming Business Corporation Act|Article 14 - Dissolution|Section 17-16-1406 - Known Claims Against Dissolved Corporation.

17-16-1406. Known claims against dissolved corporation.| (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date.  (b) 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.  (e) A claim that is not barred by this section may be enforced in accordance with W.S. 17-16-1407(d).