reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-706 - Right to Distribution.

17-14-706. Right to distribution.
At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-707 - Limitations on Distribution.

17-14-707. Limitations on distribution.
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 7 - Distributions and Withdrawal › Section 17-14-708 - Liability Upon Return of Contribution.

17-14-708. Liability upon return of contribution.
(a) If a partner has received the return of any part of his contribution without violation of the partnership agreement or this act, he is liable to the limited partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(b) If a partner has received the return of any part of his contribution in violation of the partnership agreement or this act, he is liable to the limited partnership for a period of six (6) years thereafter for the amount of the contribution wrongfully returned.
(c) A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value (as set forth in the partnership records required to be kept pursuant to W.S. 17-14-206) of his contribution which has not been distributed to him.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 8 - Assignment of Partnership Interests › Section 17-14-802 - Assignment of Partnership Interest.

17-14-802. Assignment of partnership interest.
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 8 - Assignment of Partnership Interests › Section 17-14-803 - Rights of Creditor.

17-14-803. Rights of creditor.
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 8 - Assignment of Partnership Interests › Section 17-14-804 - Right of Assignee to Become Limited Partner.

17-14-804. Right of assignee to become limited partner.
(a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(i) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(ii) All other partners consent.
(b) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 6 and 7. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
(c) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under W.S. 17-14-307 and 17-14-602.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 8 - Assignment of Partnership Interests › Section 17-14-805 - Deceased or Incompetent Partner; Dissolved or Terminated Partner.

17-14-805. Deceased or incompetent partner; dissolved or terminated partner.
If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner's executor, administrator, guardian, conservator or other legal representative may exercise all the partner's rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 9 - Dissolution › Section 17-14-901 - Nonjudicial Dissolution.

17-14-901. Nonjudicial dissolution.
(a) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(i) At the time specified in the certificate of limited partnership;
(ii) Upon the happening of events specified in writing in the partnership agreement;
(iii) Written consent of all partners;
(iv) Repealed By Laws 1999, ch. 145, 2.
(v) Entry of a decree of judicial dissolution under W.S. 17-14-902;
(vi) A vote to dissolve by all of the limited partners, or a number or percentage of limited partners specified in the partnership agreement, within ninety (90) days after an event of withdrawal of the last remaining general partner; or
(vii) The failure of the limited partners to admit or appoint another general partner within ninety (90) days after an event of withdrawal of the last remaining general partner.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 9 - Dissolution › Section 17-14-902 - Judicial Dissolution.

17-14-902. Judicial dissolution.
On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 9 - Dissolution › Section 17-14-903 - Winding Up.

17-14-903. Winding up.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership's affairs; but the district court may wind up the limited partnership's affairs upon application of any partner, his legal representative, or assignee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 9 - Dissolution › Section 17-14-904 - Distribution of Assets.

17-14-904. Distribution of assets.
(a) Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(i) To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under W.S. 17-14-701 or 17-14-704;
(ii) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under W.S. 17-14-701 or 17-14-704; and
(iii) Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 9 - Dissolution › Section 17-14-905 - Reinstatement Following Administrative Dissolution.

17-14-905. Reinstatement following administrative dissolution.
(a) A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. The application shall recite the name of the domestic limited partnership and the effective date of its administrative dissolution.
(b) A domestic limited partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.
(c) If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic limited partnership.
(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative dissolution pursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
(e) The domestic limited partnership shall retain its registered name during the two (2) year reinstatement period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1001 - Law Governing.

17-14-1001. Law governing.
(a) Subject to the constitution of this state:
(i) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, unless the partnership has been issued a certificate of continuance pursuant to this article; and
(ii) A foreign limited partnership shall not be denied registration by reason of any difference between the laws of the state under which it was organized and the laws of this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1002 - Registration.

17-14-1002. Registration.
(a) Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:
(i) The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
(ii) The state and date of its formation;
(iii) Repealed by Laws 1995, ch. 45, 2.
(iv) The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;
(v) Repealed By Laws 2012, Ch. 10, 2.
(vi) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(vii) Repealed by Laws 1995, ch. 45, 2.
(viii) The name and business address of each general partner;
(ix) Whether the foreign limited partnership is a foreign limited liability limited partnership; and
(x) The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership's registration in this state is cancelled or withdrawn.
(b) The foreign limited partnership shall deliver with the completed application a certificate of existence, duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose laws it is formed, which verifies the active existence of the foreign limited partnership.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1003 - Issuance of Registration.

17-14-1003. Issuance of registration.
(a) If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
(i) Endorse on the application the word "Filed", and the month, day and year of the filing thereof;
(ii) File in his office a duplicate original of the application; and
(iii) Issue a certificate of registration to transact business in this state.
(b) The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1004 - Name.

17-14-1004. Name.
A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words "limited partnership" and that could be registered by a domestic limited partnership.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1005 - Changes and Amendments.

17-14-1005. Changes and amendments.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1006 - Cancellation of Registration.

17-14-1006. Cancellation of registration.
(a) A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
(b) The registration to transact business of a foreign limited liability partnership is subject to the same revocation and reinstatement provisions as applicable to foreign corporations authorized to transact business in this state pursuant to W.S. 17-16-1530 through 17-16-1536.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1007 - Transaction of Business Without Registration.

17-14-1007. Transaction of business without registration.
(a) A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.
(b) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.
(c) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(d) A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of actions arising out of the transaction of business in this state.
(e) Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1009 - Applicability of Other Provisions.

17-14-1009. Applicability of other provisions.
(a) In any case not provided for in this act, the provisions of the Uniform Partnership Act apply.
(b) In cases concerning service of process on the secretary of state as agent for a foreign limited partnership, provisions of the Wyoming Business Corporations Act concerning service of process, the manner of service and fees charged apply.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1010 - Continuance of a Foreign Limited Partnership.

17-14-1010. Continuance of a foreign limited partnership.
Any foreign limited partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may apply to the secretary of state for a certificate of continuance to permit the foreign limited partnership to continue in Wyoming as if the partnership had been formed under the laws of this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1011 - Application for Certificate of Continuance; Requirements.

17-14-1011. Application for certificate of continuance; requirements.
(a) To continue in this state, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for a certificate of continuance setting forth:
(i) Written confirmation from the state in which the partnership was formed that the partnership's domicile in that state is terminated or will be terminated upon continuance in this state;
(ii) A certified copy of the limited partnership's original certificate of limited partnership, or equivalent authorization, including any amendments;
(iii) The name of the limited partnership;
(iv) The duration of the limited partnership from date of formation to present;
(v) The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205;
(vi) The name and business address of each general partner;
(vii) A statement that the limited partnership will abide by the constitution and laws of this state;
(viii) The latest date upon which the limited partnership is to dissolve;
(ix) Any other matters the partners determine to include in the application;
(x) Any additional information necessary to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of continuance.
(b) The application may vary from the original certificate that formed the foreign limited partnership provided that the change would be permissible as an amendment for a limited partnership organized in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1012 - Execution of Application.

17-14-1012. Execution of application.
(a) The application for a certificate of continuance filed in the office of the secretary of state shall be signed by all general partners.
(b) Any person may sign an application by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
(c) The execution of an application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1013 - Issuance of Certificate of Continuance.

17-14-1013. Issuance of certificate of continuance.
(a) If the secretary of state finds that an application for continuance substantially conforms to law and all requisite fees have been paid, he shall:
(i) Endorse on each duplicate original application the word "filed," and the month, day and year of the filing;
(ii) File one (1) duplicate original in his office;
(iii) Issue a certificate of continuance to continue in this state;
(iv) Notify the secretary of state or appropriate official in the state of terminated domicile that a certificate of continuance has been issued in this state.
(b) The certificate of continuance, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
(c) The certificate of continuance may incorporate by reference the original certificate of limited partnership. The original certificate is deemed amended to the extent necessary to conform to the laws of Wyoming and the provisions of the certificate of continuance.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 10 - Foreign Limited Partnerships › Section 17-14-1014 - Effect of Certification.

17-14-1014. Effect of certification.
(a) Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though formed under the laws of this state.
(b) Except for the purpose of W.S. 16-6-101 through 16-6-121, the existence of any limited partnership issued a certificate of continuance shall be deemed to have commenced on the date the limited partnership was originally formed under the laws of another state.
(c) The laws of Wyoming shall apply to a limited partnership continuing under this act from the date a certificate of continuance is issued by the secretary of state.
(d) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 11 - Derivative Actions › Section 17-14-1101 - Right of Action.

17-14-1101. Right of action.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 11 - Derivative Actions › Section 17-14-1102 - Proper Plaintiff.

17-14-1102. Proper plaintiff.
(a) In a derivative action, the plaintiff shall be a partner at the time of bringing the action and:
(i) At the time of the transaction of which he complains; or
(ii) His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 11 - Derivative Actions › Section 17-14-1103 - Pleading.

17-14-1103. Pleading.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 14 - Limited Partnerships › Article 11 - Derivative Actions › Section 17-14-1104 - Expenses.

17-14-1104. Expenses.
If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-102 - Reservation of Power to Amend or Repeal; Applicability.

17-16-102. Reservation of power to amend or repeal; applicability.
(a) The legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.
(b) The Financial Technology Sandbox Act shall apply to this act.
B. Filing Documents
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-120 - Requirements for Documents.

17-16-120. Requirements for documents.
(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.
(b) This act shall require or permit filing the document in the office of the secretary of state.
(c) The document shall contain the information required by this act. It may contain other information as well.
(d) The document shall be typewritten or printed or, if electronically transmitted, it shall be in a format that can be retrieved or reproduced in typewritten or printed form.
(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state.
(f) The document shall be executed:
(i) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
(ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(iii) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document shall sign it and shall state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:
(i) The corporate seal;
(ii) An attestation by the secretary or an assistant secretary;
(iii) An acknowledgment, verification or proof.
(h) If the secretary of state has prescribed a mandatory form for the document under W.S. 17-16-121, the document shall be in or on the prescribed form.
(i) The document shall be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one (1) exact copy to be delivered with the document, except as provided in W.S. 17-28-103.
(j) When any document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, penalty or past due fees, taxes or penalties required to be paid by this act or other law shall be paid or provision for payment made in a manner provided by the secretary of state.
(k) Reserved.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-121 - Forms.

17-16-121. Forms.
(a) If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for:
(i) An application for a certificate of existence;
(ii) A foreign corporation's application for a certificate of authority to transact business in this state;
(iii) A foreign corporation's application for a certificate of withdrawal;
(iv) The annual report;
(v) A foreign corporation's application for a certificate of continuance;
(vi) An application for a certificate of transfer;
(vii) A foreign corporation's application for certificate of domestication; and
(viii) A consent of registered agent to appointment.
(b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this act but their use is not mandatory.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-122 - Filing, Service and Copying Fees.

17-16-122. Filing, service and copying fees.
The secretary of state shall set and collect filing, service and copying fees to recover his costs to administer this act. Fees shall not exceed the costs of providing these services.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-123 - Effective Time and Date of Document.

17-16-123. Effective time and date of document.
(a) Except as provided in subsection (b) of this section and W.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 is effective:
(i) As of the time received for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or
(ii) At the time specified in the document as its effective time on the date it is filed.
(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth (90th) day after the date it is filed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-124 - Correcting Filed Document.

17-16-124. Correcting filed document.
(a) A domestic or foreign corporation may correct a document filed with the secretary of state if the document:
(i) Contains an inaccuracy;
(ii) Was defectively executed, attested, sealed, verified, or acknowledged; or
(iii) The electronic transmission was defective.
(b) A document is corrected:
(i) By preparing articles of correction that:
(A) Describe the document, including its filing date, or attach a copy of the document to the articles of correction;
(B) Specify the inaccuracy or defect to be corrected; and
(C) Correct the inaccuracy or defect.
(ii) By delivering the articles of correction to the secretary of state for filing.
(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-125 - Filing Duty of Secretary of State.

17-16-125. Filing duty of secretary of state.
(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-16-120, the secretary of state shall file the document.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his official title and the date and time of filing, on both the original and the document copy and on the receipt for the filing fee. The secretary of state may prescribe rules for filing of electronic transmissions. After filing a document, except as provided in W.S. 17-28-103, the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee.
(c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
(i) Affect the validity or invalidity of the document in whole or part;
(ii) Relate to the correctness or incorrectness of information contained in the document; or
(iii) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-126 - Appeal From Secretary of State's Refusal to File Document.

17-16-126. Appeal from secretary of state's refusal to file document.
(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.
(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-127 - Evidentiary Effect of Copy of Filed Document.

17-16-127. Evidentiary effect of copy of filed document.
A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-128 - Certificate of Existence.

17-16-128. Certificate of existence.
(a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(i) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(ii) That:
(A) The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
(B) The foreign corporation is authorized to transact business in this state.
(iii) That all fees, taxes, and penalties owed to this state have been paid, if:
(A) Payment is reflected in the records of the secretary of state; and
(B) Nonpayment affects the existence or authorization of the domestic or foreign corporation.
(iv) That its most recent annual report required by W.S. 17-16-1630 has been filed by the secretary of state;
(v) That articles of dissolution have not been filed; and
(vi) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-130 - Powers.

17-16-130. Powers.
The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act.
D. Definitions
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-141 - Notice.

17-16-141. Notice.
(a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.
(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective:
(i) Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders;
(ii) When an electronic transmission has been made to a data address provided by the shareholder; or
(iii) When electronically transmitted to the shareholder in a manner otherwise authorized by the shareholder.
(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(i) When received;
(ii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or
(iii) On the date shown on the return receipt, if sent by registered or certified mail, or comparable private carrier, return receipt requested, and the receipt is signed, either manually or in facsimile, by or on behalf of the addressee.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If this act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-142 - Number of Shareholders.

17-16-142. Number of shareholders.
(a) For purposes of this act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:
(i) Three (3) or fewer coowners;
(ii) A corporation, partnership, trust, estate, or other entity;
(iii) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account; or
(iv) One (1) data address.
(b) For purposes of this act, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 1 - General Provisions › Section 17-16-143 - Qualified Director.

17-16-143. Qualified director.
(a) A "qualified director" is a director who, at the time action is to be taken under:
(i) W.S. 17-16-744, does not have:
(A) A material interest in the outcome of the proceeding; or
(B) A material relationship with a person who has such an interest.
(ii) W.S. 17-16-853 or 17-16-855:
(A) Is not a party to the proceeding;
(B) Is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under W.S. 17-16-870, which transaction or disclaimer is challenged in the proceeding; and
(C) Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph.
(iii) W.S. 17-16-862, is not a director as to whom the transaction is a director's conflicting interest transaction, or a director who has a material relationship with another director as to whom the transaction is a director's conflicting interest transaction; or
(iv) W.S. 17-16-870, would be a qualified director under paragraph (iii) of this subsection if the business opportunity were a director's conflicting interest transaction.
(b) For purposes of this section:
(i) "Material interest" means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken;
(ii) "Material relationship" means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director's judgment when participating in the action to be taken.
(c) The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:
(i) Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;
(ii) Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or
(iii) With respect to action to be taken under W.S. 17-16-744, status as a named defendant, as a director against whom action is demanded or as a director who approved the conduct being challenged.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-202 - Articles of Incorporation.

17-16-202. Articles of incorporation.
(a) The articles of incorporation shall set forth:
(i) A corporate name for the corporation that satisfies the requirements of W.S. 17-16-401;
(ii) The number of shares the corporation is authorized to issue, which may be unlimited if so stated;
(iii) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and
(iv) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(i) The names and addresses of the individuals who are to serve as the initial directors;
(ii) Provisions not inconsistent with law including:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares;
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.
(iii) Any provision that under this act is required or permitted to be set forth in the bylaws;
(iv) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(A) The amount of financial benefit received by a director to which he is not entitled;
(B) An intentional infliction of harm on the corporation or shareholders;
(C) A violation of W.S. 17-16-833; or
(D) An intentional violation of criminal law; and
(v) A provision permitting or making obligatory indemnification of a director for liability (as defined in W.S. 17-16-850(a)(iii)) to any person for any action taken, or failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which he is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of W.S. 17-16-833; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.
(d) Reserved.
(e) The articles of incorporation shall be accompanied by a written consent to appointment signed by the registered agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-203 - Incorporation.

17-16-203. Incorporation.
(a) Unless a delayed effective date is specified, the corporate existence becomes effective when the articles of incorporation are filed.
(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.