reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-204 - Liability for Preincorporation Transactions.

17-16-204. Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-205 - Organization of Corporation.

17-16-205. Organization of corporation.
(a) After incorporation:
(i) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(ii) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to:
(A) Elect directors and complete the organization of the corporation; or
(B) Elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held within or outside of this state.
(d) Within sixty (60) days after filing articles of incorporation, a corporation shall provide information to its registered agent as required by W.S. 17-28-107.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-206 - Bylaws.

17-16-206. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(c) If bylaws are not adopted:
(i) An annual meeting shall be held within three (3) months after the close of the corporation's fiscal year;
(ii) The required officers shall be the president, the secretary and the treasurer; and
(iii) Bylaws may be adopted at any director or shareholder meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 2 - Incorporation › Section 17-16-207 - Emergency Bylaws.

17-16-207. Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(i) Procedures for calling a meeting of the board of directors;
(ii) Quorum requirements for the meeting; and
(iii) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(i) Binds the corporation; and
(ii) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 3 - Purposes and Powers › Section 17-16-301 - Purposes.

17-16-301. Purposes.
(a) Every corporation incorporated under this act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this act only if permitted by, and subject to all limitations of, the other statute.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 3 - Purposes and Powers › Section 17-16-302 - General Powers.

17-16-302. General powers.
(a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:
(i) Sue and be sued, complain and defend in its corporate name;
(ii) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(iii) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(iv) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(v) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(vi) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(vii) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(viii) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(ix) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(x) Conduct its business, locate offices, and exercise the powers granted by this act within or without this state;
(xi) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(xii) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(xiii) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(xiv) Transact any lawful business; and
(xv) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 3 - Purposes and Powers › Section 17-16-303 - Emergency Powers.

17-16-303. Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
(i) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(ii) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(i) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(ii) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(i) Binds the corporation; and
(ii) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 3 - Purposes and Powers › Section 17-16-304 - Ultra Vires.

17-16-304. Ultra vires.
(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding by:
(i) A shareholder against the corporation to enjoin the act;
(ii) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(iii) The attorney general under W.S. 17-16-1430.
(c) In a shareholder's proceeding under paragraph (b)(i) of this section to enjoin an unauthorized corporate act the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 4 - Name › Section 17-16-402 - Reserved Name.

17-16-402. Reserved name.
(a) A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty (120) day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 5 - Office and Agent › Section 17-16-501 - Registered Office and Registered Agent.

17-16-501. Registered office and registered agent.
(a) Each corporation 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) Repealed by Laws 2008, Ch. 90, 3.
(B) Repealed by Laws 2008, Ch. 90, 3.
(C) Repealed by Laws 2008, Ch. 90, 3.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all corporations.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-601 - Authorized Shares.

17-16-601. Authorized shares.
(a) The articles of incorporation shall set forth the classes of shares and series of shares within a class, and the number, which may be unlimited, of shares of each class and series that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series, and shall prescribe, prior to the issuance of shares of a class or series, the terms, including preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series.
(b) The articles of incorporation shall authorize:
(i) One (1) or more classes or series of shares that together have unlimited voting rights; and
(ii) One (1) or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one (1) or more classes or series of shares that:
(i) Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this act;
(ii) Are redeemable or convertible as specified in the articles of incorporation:
(A) At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
(B) For cash, indebtedness, securities, or other property; and
(C) At prices and in amounts specified or determined in accordance with a formula.
(iii) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(iv) Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
(d) Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation.
(e) Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
(f) The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-602 - Terms of Class or Series Determined by Board of Directors.

17-16-602. Terms of class or series determined by board of directors.
(a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:
(i) Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class;
(ii) Reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes; or
(iii) Reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class.
(b) If the board of directors acts pursuant to subsection (a) of this section, it shall determine the terms, including the preferences, rights and limitations, to the same extent permitted under W.S. 17-16-601, of:
(i) Any class of shares before the issuance of any shares of that class; or
(ii) Any series within a class before the issuance of any shares of that series.
(c) Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment effecting the provisions of this section in accordance with article 10 of this act and setting forth the terms determined under subsection (a) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-603 - Issued and Outstanding Shares.

17-16-603. Issued and outstanding shares.
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to W.S. 17-16-640.
(c) At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution shall be outstanding.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-604 - Fractional Shares.

17-16-604. Fractional shares.
(a) A corporation may:
(i) Issue fractions of a share or pay in money the value of fractions of a share;
(ii) Arrange for disposition of fractional shares by the shareholders; or
(iii) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip shall be conspicuously labeled "scrip" and shall contain the information required by W.S. 17-16-625(b).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(i) That the scrip will become void if not exchanged for full shares before a specified date; and
(ii) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-605 - Construction of Terms Relating to Stock and Certificate Tokens.

17-16-605. Construction of terms relating to stock and certificate tokens.
(a) As used in this title, any reference to:
(i) Share certificate, share, stock, share of stock or words of similar import shall be construed to include a certificate token;
(ii) A requirement to print information on a share certificate or words of similar import shall be construed to be satisfied if the information satisfies the requirements set forth in W.S. 17-16-625(g);
(iii) Certificated shares or words of similar import shall be construed to include shares represented by certificate tokens, and any reference to the delivery or deposit of these shares to the corporation shall be construed to refer to any method of granting control of the tokens to the corporation;
(iv) A certificate being duly endorsed or words of similar import shall be construed to mean that the transaction authorizing transfer of control of the certificate token was signed by the lawful holder of the token with the network signature corresponding to the lawful holder's data address to which the certificate token was issued or last lawfully transferred.
B. Issuance of Shares
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-620 - Subscription for Shares Before Incorporation.

17-16-620. Subscription for shares before incorporation.
(a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to W.S. 17-16-621.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-621 - Issuance of Shares.

17-16-621. Issuance of shares.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
(c) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
(e) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
(f)(i) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum exists, if:
(A) The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and
(B) The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent (20%) of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
(ii) In this subsection:
(A) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of:
(I) The voting power of the shares to be issued; or
(II) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.
(B) A series of transactions is integrated if consummation of one (1) transaction is made contingent on consummation of one (1) or more of the other transactions.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-622 - Liability of Shareholders.

17-16-622. Liability of shareholders.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to W.S. 17-16-621 or specified in the subscription agreement pursuant to W.S. 17-16-620.
(b) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-623 - Share Dividends.

17-16-623. Share dividends.
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(i) The articles of incorporation so authorize;
(ii) A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
(iii) There are no outstanding shares of the class or series to be issued.
(c) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-624 - Share Options.

17-16-624. Share options.
(a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration for which the shares are to be issued. The authorization by the board of directors for the corporation to issue the rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.
(b) The terms and conditions of such rights, options or warrants, including those outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:
(i) Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of any such person; or
(ii) Invalidate or void the rights, options or warrants held by any such person or transferee.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-626 - Shares Without Certificates.

17-16-626. Shares without certificates.
(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall give the shareholder a written statement of the information required on certificates by W.S. 17-16-625(b) and (c), and, if applicable, W.S. 17-16-627.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-627 - Restriction on Transfer of Shares and Other Securities.

17-16-627. Restriction on transfer of shares and other securities.
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by W.S. 17-16-626(b). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(i) To maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(ii) To preserve exemptions under federal or state securities law; or
(iii) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
(i) Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(ii) Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(iii) Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
(iv) Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-628 - Expense of Issue.

17-16-628. Expense of issue.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
C. Subsequent Acquisition of Shares by Shareholders and Corporation
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-630 - Shareholders' Preemptive Rights.

17-16-630. Shareholders' preemptive rights.
(a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide.
(b) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
(i) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them;
(ii) A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;
(iii) There is no preemptive right with respect to:
(A) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(B) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(C) Shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or
(D) Shares sold otherwise than for money.
(iv) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;
(v) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights;
(vi) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders' preemptive rights.
(c) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 6 - Shares and Distributions › Section 17-16-631 - Corporation's Acquisition of Its Own Shares.

17-16-631. Corporation's acquisition of its own shares.
(a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
(b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
(c) The board of directors may adopt articles of amendment effecting the provisions of this section under article 10 of this act without shareholder action and deliver them to the secretary of state for filing.
D. Distributions
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-701 - Annual Meeting.

17-16-701. Annual meeting.
(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by W.S. 17-16-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication. The board shall take into consideration stockholders' ability to participate by remote communication and provide an alternative means of participation for those stockholders unable to participate by remote communication. If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures the board of directors may adopt, stockholders and proxies not physically present at a meeting of stockholders may, by means of remote communication:
(i) Participate in a meeting of stockholders; and
(ii) Be deemed present in person and vote at a meeting of stockholders, whether the meeting is held at a designated place or solely by means of remote communication, provided that the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy. The corporations shall implement reasonable measures to provide the stockholders and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceeding. If any stockholder or proxy votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-702 - Special Meeting.

17-16-702. Special meeting.
(a) A corporation shall hold a special meeting of shareholders:
(i) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(ii) If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(b) If not otherwise fixed under W.S. 17-16-703 or 17-16-707, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by W.S. 17-16-705(c) may be conducted at a special shareholders' meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-703 - Court-Ordered Meeting.

17-16-703. Court-ordered meeting.
(a) The district court of the county where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held:
(i) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six (6) months after the end of the corporation's fiscal year or fifteen (15) months after its last annual meeting; or
(ii) On application of a shareholder who signed a demand for a special meeting valid under W.S. 17-16-702, if:
(A) Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation's secretary; or
(B) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-705 - Notice of Meeting.

17-16-705. Notice of meeting.
(a) A corporation shall notify shareholders of the date, time, place and means of communication of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless this act or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this act or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under W.S. 17-16-703 or 17-16-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, place or means of communication, notice need not be given of the new date, time, place or means of communication if the new date, time place or means of communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-16-707, however, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-706 - Waiver of Notice.

17-16-706. Waiver of notice.
(a) A shareholder may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed or shall be sent by electronic transmission by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting:
(i) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(ii) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-707 - Record Date.

17-16-707. Record date.
(a) The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-708 - Conduct of the Meeting.

17-16-708. Conduct of the meeting.
(a) At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
(b) The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c) Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
(d) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.
B. Voting
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 16 - Wyoming Business Corporation Act › Article 7 - Shareholders › Section 17-16-720 - Shareholders' List for Meeting.

17-16-720. Shareholders' list for meeting.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical or numerical list of the identities of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the number of shares held by each shareholder. 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.
(b) The shareholders' list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of W.S. 17-16-1602(c), to copy the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, his agent, or attorney to inspect the shareholders' list before or at the meeting, or to copy the list as permitted by subsection (b) of this section, the district court of the county where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense, order payment by the corporation of the shareholder's cost of suit including reasonable attorney fees and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.