reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1408 - Court Proceedings.

17-16-1408. Court proceedings.
(a) A dissolved corporation that has published a notice under W.S. 17-16-1407 may file an application with the district court of the county where the dissolved corporation's principal office, or, if none in this state, its registered office is located for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to arise after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under W.S. 17-16-1407(c).
(b) Within ten (10) days after the filing of the application, notice of the proceeding shall be given by the dissolved corporation to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(c) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation.
(d) Provision by the dissolved corporation for security in the amount and the form ordered by the court under subsection (a) of this section shall satisfy the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation or are based on an event occurring after the effective date of dissolution, and such claims may not be enforced against a shareholder who received assets in liquidation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1409 - Directors' Duties.

17-16-1409. Directors' duties.
(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims.
(b) Directors of a dissolved corporation which has disposed of claims under W.S. 17-16-1406, 17-16-1407 or 17-16-1408 shall not be liable for breach of this section with respect to claims against the dissolved corporation.
B. Administrative Dissolution
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1420 - Grounds for Administrative Dissolution.

17-16-1420. Grounds for administrative dissolution.
(a) The secretary of state may commence a proceeding under W.S. 17-16-1421 to administratively dissolve a corporation if any of the following has occurred:
(i) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630;
(ii) Reserved;
(iii) The corporation is without a registered agent or registered office in this state;
(iv) The corporation does not notify the secretary of state within thirty (30) days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
(v) The corporation's period of duration stated in its articles of incorporation expires;
(vi) It is in the public interest and the corporation:
(A) Failed to provide records to the registered agent as required in W.S. 17-28-107;
(B) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or
(C) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107.
(vii) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(viii) The corporation has failed to respond to a valid and enforceable subpoena;
(ix) The corporation is in violation of W.S. 17-16-401(d)(v) or 17-16-1506(d)(v);
(x) The corporation has failed to pay any penalties imposed under W.S. 17-28-109.
(b) Prior to commencing a proceeding under W.S. 17-16-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1421 - Procedure for and Effect of Administrative Dissolution.

17-16-1421. Procedure for and effect of administrative dissolution.
(a) If the secretary of state determines that one (1) or more grounds exist under W.S. 17-16-1420 for dissolving a corporation, he shall serve the corporation with written notice of his determination under W.S. 17-28-104, except for W.S. 17-16-1420(a)(v) in which case dissolution is by choice and therefore automatic.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state shall administratively dissolve the corporation by signing, either manually or in facsimile, a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under W.S. 17-28-104.
(c) A corporation administratively dissolved under W.S. 17-16-1420 continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under W.S. 17-16-1405 and notify claimants under W.S. 17-16-1406 and 17-16-1407.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1422 - Reinstatement Following Administrative Dissolution.

17-16-1422. Reinstatement following administrative dissolution.
(a) An officer or other person with proper authority at the time a corporation was administratively dissolved under W.S. 17-16-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall:
(i) Recite the name of the corporation and the effective date of its administrative dissolution;
(ii) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(iii) Reserved;
(iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630, include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed pursuant to W.S. 17-16-122; and
(v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a two hundred fifty dollar ($250.00) reinstatement fee and payment of any fees and taxes then delinquent.
(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, 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 serve a copy on the corporation under W.S. 17-28-104.
(c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation resumes carrying on its business as if the administrative dissolution had never occurred.
(d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.
(e) A person who files any document under this section without proper corporate authority to do so is in violation of W.S. 6-5-308.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1423 - Appeal From Denial of Reinstatement.

17-16-1423. Appeal from denial of reinstatement.
(a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
C. Judicial Dissolution
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1430 - Grounds for Judicial Dissolution.

17-16-1430. Grounds for judicial dissolution.
(a) The district court may dissolve a corporation:
(i) In a proceeding by the attorney general if it is established that:
(A) The corporation obtained its articles of incorporation through fraud; or
(B) The corporation has continued to exceed or abuse the authority conferred upon it by law.
(ii) In a proceeding by a shareholder if it is established that:
(A) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;
(B) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent;
(C) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have expired; or
(D) The corporate assets are being misapplied or wasted.
(iii) In a proceeding by a creditor if it is established that:
(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or
(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision;
(v) In a proceeding by a shareholder, if the corporation has abandoned its business and has failed within a reasonable time to liquidate and distribute its assets and dissolve.
(b) Reserved.
(c) Reserved.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1431 - Procedure for Judicial Dissolution.

17-16-1431. Procedure for judicial dissolution.
(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Laramie county district court. Venue for a proceeding brought by any other party named in W.S. 17-16-1430 lies in the county where a corporation's principal office, or, if none in this state, its registered office, is or was last located.
(b) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d) Within ten (10) days of the commencement of a proceeding under W.S. 17-16-1430(a)(ii) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated securities association, the corporation must send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under W.S. 17-16-1434 and accompanied by a copy of W.S. 17-16-1434.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1432 - Receivership or Custodianship.

17-16-1432. Receivership or custodianship.
(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual or a domestic or foreign corporation authorized to transact business in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(i) The receiver may:
(A) Dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
(B) Sue and defend in his own name as receiver of the corporation in all Wyoming courts.
(ii) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its shareholders and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its shareholders and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and his counsel from the assets of the corporation or proceeds from the sale of the assets.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1433 - Decree of Dissolution.

17-16-1433. Decree of dissolution.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-16-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with W.S. 17-16-1405 and the notification of claimants in accordance with W.S. 17-16-1406 and 17-16-1407.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 14 - Dissolution › Section 17-16-1440 - Deposit With State Treasurer.

17-16-1440. Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for safekeeping. When the creditor, claimant or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer shall pay him or his representative that amount.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1501 - Authority to Transact Business Required.

17-16-1501. Authority to transact business required.
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(i) Maintaining, defending or settling any proceeding;
(ii) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(iii) Maintaining bank accounts;
(iv) Maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities or maintaining trustees or depositaries with respect to those securities;
(v) Selling through independent contractors;
(vi) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(vii) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(viii) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(ix) Owning, without more, real or personal property;
(x) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature; or
(xi) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
(d) A foreign corporation, foreign limited partnership or foreign limited liability company which is either an organizer, a manager or member of a company is not required to obtain a certificate of authority to undertake its duties in these capacities.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1502 - Consequences of Transacting Business Without Authority.

17-16-1502. Consequences of transacting business without authority.
(a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) A foreign corporation which transacts business in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business in this state without a certificate of authority, in an amount equal to all fees and license taxes, plus interest of eighteen percent (18%), which would have been imposed by law upon such corporation had it duly applied for and received a certificate of authority to transact business in this state as required by this act and thereafter filed all reports required by law, and in addition shall be liable for a penalty in the amount of five thousand dollars ($5,000.00), reasonable audit expenses and reasonable attorney fees. The secretary of state may refuse to issue a certificate of authority until all taxes, fees, interest, expenses and penalties due under this section have been paid to him. The attorney general may collect all penalties and other sums due under this subsection.
(e) Notwithstanding subsections (a) and (b) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1503 - Application for Certificate of Authority.

17-16-1503. Application for certificate of authority.
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application shall set forth:
(i) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of W.S. 17-16-1506;
(ii) The name of the state or country under whose law it is incorporated;
(iii) Its date of incorporation and period of duration;
(iv) The street address of its principal office and an email address for the foreign corporation;
(v) The address of its registered office in this state and the name of its registered agent at that office;
(vi) The names and usual business addresses of its current directors and officers; and
(vii) Repealed By Laws 2009, Ch. 115, 3.
(viii) A statement that the corporation accepts the constitution of the state of Wyoming in compliance with the requirement of article 10, section 5 of the Wyoming constitution.
(ix) Repealed By Laws 2009, Ch. 115, 3.
(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, dated not more than sixty (60) days prior to filing in Wyoming, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
(c) The application for certificate of authority shall be accompanied by a written consent to appointment executed by the registered agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1504 - Amended Certificate of Authority.

17-16-1504. Amended certificate of authority.
(a) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:
(i) Its corporate name;
(ii) The period of its duration; or
(iii) The state or country of its incorporation.
(b) The requirements of W.S. 17-16-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1505 - Effect on Certificate of Authority.

17-16-1505. Effect on certificate of authority.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this act.
(b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this act is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
(c) This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1506 - Corporate Name of Foreign Corporation.

17-16-1506. Corporate name of foreign corporation.
(a) If the corporate name of a foreign corporation does not satisfy the requirements of W.S. 17-16-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation shall not be the same as, or deceptively similar to the name of any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as required by W.S. 17-16-401.
(c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation, incorporated or authorized to do business in this state, that is not distinguishable in accordance with the provisions of W.S. 17-16-401(c).
(i) Reserved;
(ii) Reserved.
(d) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has:
(i) Merged with the other corporation; or
(ii) Been formed by reorganization of the other corporation; or
(iii) Acquired all or substantially all of the assets, including the corporate name, of the other corporation; or
(iv) Repealed By Laws 1996, ch. 80, 3.
(v) Has received the written consent of the other corporation, which written consent also sets forth a description of a proposed merger, consolidation, dissolution, amendment to articles of incorporation or other intended corporate action which establishes to the reasonable satisfaction of the secretary of state that the coexistence of two (2) corporations using the same name will not continue for more than one hundred twenty (120) days.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of W.S. 17-16-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of W.S. 17-16-401 and obtains an amended certificate of authority under W.S. 17-16-1504.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1507 - Registered Office and Registered Agent of Foreign Corporation.

17-16-1507. Registered office and registered agent of foreign corporation.
(a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:
(i) A registered office as provided in W.S. 17-28-101 through 17-28-111; and
(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.
(A) Reserved;
(B) Reserved;
(C) Reserved.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all foreign corporations.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1511 - Merger of Foreign Corporation Authorized to Transact Business in This State.

17-16-1511. Merger of foreign corporation authorized to transact business in this state.
(a) Whenever a foreign corporation authorized to transact business in this state shall be a party to a statutory merger permitted by the laws of the state or country of incorporation, it shall, within thirty (30) days after a merger becomes effective, file with the secretary of state a current certificate of evidence issued by the proper officer of the state or country of incorporation which sets forth:
(i) The date of filing;
(ii) The names of each corporation involved and the states of incorporation; and
(iii) The name of the surviving corporation.
(b) It shall not be necessary for the corporation to procure either a new or amended certificate of authority to transact business in this state unless the name of the corporation is changed by merger or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to transact in this state.
B. Withdrawal
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1520 - Withdrawal of Foreign Corporation.

17-16-1520. Withdrawal of foreign corporation.
(a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:
(i) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(ii) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(iii) That it revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(iv) A mailing address and an email address to which the secretary of state may provide a copy of any process served on him under paragraph (iii) of this subsection; and
(v) A commitment to notify the secretary of state in the future of any change in its mailing address and email address.
(c) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall provide a copy of the process to the foreign corporation at the mailing address or email address set forth under subsection (b) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1530 - Grounds for Revocation.

17-16-1530. Grounds for revocation.
(a) The secretary of state may commence a proceeding under W.S. 17-16-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(i) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-16-1630;
(ii) Reserved;
(iii) The foreign corporation is without a registered agent or registered office in this state;
(iv) The foreign corporation does not inform the secretary of state under W.S. 17-28-102 or 17-28-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within thirty (30) days of the change, resignation or discontinuance;
(v) An incorporator, director, officer or agent of the foreign corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(vi) Reserved;
(vii) The corporation has failed to respond to a valid and enforceable subpoena; or
(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or
(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process.
(viii) It is in the public interest and the corporation:
(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or
(B) Cannot be served either by the registered agent or by mail or electronically by the secretary of state acting as the agent for process.
(ix) The foreign corporation has failed to pay any penalties imposed under W.S. 17-28-109.
(b) Prior to commencing a proceeding under W.S. 17-16-1531 the secretary of state may classify a foreign corporation as delinquent awaiting administrative revocation if the foreign corporation meets any of the criteria in subsection (a) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1531 - Procedure for and Effect of Revocation.

17-16-1531. Procedure for and effect of revocation.
(a) If the secretary of state determines that one (1) or more grounds exist under W.S. 17-16-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under W.S. 17-28-104.
(b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may revoke the foreign corporation's certificate of authority by signing, either manually or in facsimile, a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under W.S. 17-28-104.
(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall either:
(i) Mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communication received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority; or
(ii) Electronically submit a copy of the process to the foreign corporation's email address.
(e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1532 - Appeal From Revocation.

17-16-1532. Appeal from revocation.
(a) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority pursuant to W.S. 16-3-114, within thirty (30) days after service of the certificate of revocation is perfected under W.S. 17-28-104. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.
(b) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any 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 15 - Foreign Corporations › Section 17-16-1533 - Applicability of Chapter to Foreign Limited Liability Companies.

17-16-1533. Applicability of chapter to foreign limited liability companies.
To the extent not inconsistent with the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1105 and the provisions of this chapter, a limited liability company organized in another jurisdiction shall do business in Wyoming by complying with the applicable provisions of this article. The certificate of authority of a limited liability company organized in another jurisdiction shall be revoked and reinstated as provided in this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1534 - Applicability of Chapter 23 to Foreign Statutory Trust Companies.

17-16-1534. Applicability of chapter 23 to foreign statutory trust companies.
To the extent not inconsistent with the Wyoming Statutory Trust Act, W.S. 17-23-101 through 17-23-302, a statutory trust as defined in W.S. 17-23-102(a)(v), which is organized in another jurisdiction may do business in Wyoming by complying with W.S. 17-16-1501 through 17-16-1507, 17-16-1520 and 17-16-1530 through 17-16-1532.
D. Reinstatement
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 15 - Foreign Corporations › Section 17-16-1536 - Appeal From Denial of Reinstatement.

17-16-1536. Appeal from denial of reinstatement.
(a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.
(b) The foreign corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's certificate of revocation, the foreign corporation's application for reinstatement and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the foreign corporation's certificate of authority or may take other action the court considers appropriate.
(d) 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 16 - Records and Reports › Section 17-16-1601 - Corporate Records.

17-16-1601. Corporate records.
(a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A record of shareholders administered by or on behalf of a corporation shall be kept in a form that permits preparation of a list of the identities of all shareholders, in alphabetical or numerical order by class of shares showing the number and class of shares held by each. The list shall also show each shareholder's physical mailing address, if the identity of a shareholder on the list consists of the shareholder's name, and each shareholder's authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder's data address. A record of shareholders may show both the shareholder's name and data address.
(d) Records administered by or on behalf of, or maintained by, a corporation may be kept on, or by means of, or be in the form of any information storage device or method or any one (1) or more distributed or other electronic networks or databases provided that the records are kept in written form or in another form capable of conversion into written form within a reasonable time.
(e) A corporation shall keep a copy of the following records at its principal office:
(i) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(ii) Its bylaws or restated bylaws and all amendments to them currently in effect;
(iii) Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding;
(iv) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;
(v) All written communications to shareholders generally within the past three (3) years, including the financial statements furnished for the past three (3) years under W.S. 17-16-1620;
(vi) A list of the names and business addresses of its current directors and officers; and
(vii) Its most recent annual report delivered to the secretary of state under W.S. 17-16-1630.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 16 - Records and Reports › Section 17-16-1602 - Inspection of Records by Shareholders.

17-16-1602. Inspection of records by shareholders.
(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in W.S. 17-16-1601(e) if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.
(b) A shareholder who has been of record for at least six (6) months immediately preceding his demand and who shall be the holder of record of at least five percent (5%) of all the outstanding shares of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:
(i) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under W.S. 17-16-1602(a);
(ii) Accounting records of the corporation; and
(iii) The record of shareholders.
(c) A shareholder may inspect and copy the records described in subsection (b) of this section only if:
(i) The shareholder's demand is made in good faith and for a proper purpose;
(ii) The shareholder describes with reasonable particularity his purpose and the records he desires to inspect; and
(iii) The records are directly connected with the shareholder's purpose.
(d) The right of inspection granted by this section may not be abolished or limited, but may be expanded, by a corporation's articles of incorporation or bylaws.
(e) This section does not affect:
(i) The right of a shareholder to inspect records under W.S. 17-16-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(ii) The power of a court, independently of this act, to compel the production of corporate records for examination.
(f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 16 - Records and Reports › Section 17-16-1603 - Scope of Inspection Right.

17-16-1603. Scope of inspection right.
(a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.
(b) The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.
(c) The corporation may comply with a shareholder's demand to inspect the record of shareholders under W.S. 17-16-1602(b)(iii) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.