reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-701 - Events Causing Dissolution.

17-29-701. Events causing dissolution.
(a) A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following:
(i) An event or circumstance that the operating agreement or articles of organization states causes dissolution;
(ii) The consent of all the members;
(iii) The passage of ninety (90) consecutive days during which the company has no members;
(iv) On application by a member, the entry of a court order dissolving the company on the grounds that:
(A) The conduct of all or substantially all of the company's activities is unlawful; or
(B) It is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; or
(v) On application by a member or dissociated member, the entry of a court order dissolving the company on the grounds that the managers or those members in control of the company:
(A) Have acted, are acting, or will act in a manner that is illegal or fraudulent; or
(B) Have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant.
(b) In a proceeding brought under paragraph (a)(v) of this section, the court may order a remedy other than dissolution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-702 - Winding Up.

17-29-702. Winding up.
(a) A dissolved limited liability company shall wind up its activities and the company continues after dissolution only for the purpose of winding up.
(b) In winding up its activities, a limited liability company:
(i) Shall discharge the company's debts, obligations, or other liabilities, settle and close the company's activities and marshal and distribute the assets of the company; and
(ii) May:
(A) Deliver to the secretary of state for filing articles of dissolution stating the name of the company and that the company is dissolved;
(B) Preserve the company activities and property as a going concern for a reasonable time;
(C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative;
(D) Transfer the company's property;
(E) Settle disputes by mediation or arbitration;
(F) Reserved; and
(G) Perform other acts necessary or appropriate to the winding up.
(c) If a dissolved limited liability company has no members, the legal representative of the last person to have been a member may wind up the activities of the company. If the person does so, the person has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii).
(d) If the legal representative under subsection (c) of this section declines or fails to wind up the company's activities, a person may be appointed to do so by the consent of transferees owning a majority of the rights to receive distributions as transferees at the time the consent is to be effective. A person appointed under this subsection:
(i) Has the powers of a sole manager under W.S. 17-29-407(c) and is deemed to be a manager for the purposes of W.S. 17-29-304(a)(ii); and
(ii) Shall promptly deliver to the secretary of state for filing an amendment to the company's articles of organization to:
(A) State that the company has no members;
(B) State that the person has been appointed pursuant to this subsection to wind up the company; and
(C) Provide the street and mailing addresses of the person.
(e) A court may order judicial supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the company's activities:
(i) On application of a member, if the applicant establishes good cause;
(ii) On the application of a transferee, if:
(A) The company does not have any members;
(B) The legal representative of the last person to have been a member declines or fails to wind up the company's activities; and
(C) Within a reasonable time following the dissolution a person has not been appointed pursuant to subsection (c) of this section; or
(iii) In connection with a proceeding under W.S. 17-29-701(a)(iv) or (v).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-703 - Known Claims Against Dissolved Limited Liability Company.

17-29-703. Known claims against dissolved limited liability company.
(a) Except as otherwise provided in subsection (d) of this section, a dissolved limited liability company may give notice of a known claim under subsection (b) of this section, which has the effect as provided in subsection (c) of this section.
(b) A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice shall:
(i) Specify the information required to be included in a claim;
(ii) Provide a mailing address to which the claim is to be sent;
(iii) State the deadline for receipt of the claim, which may not be less than one hundred twenty (120) days after the date the notice is received by the claimant; and
(iv) State that the claim will be barred if not received by the deadline.
(c) A claim against a dissolved limited liability company is barred if the requirements of subsection (b) of this section are met and:
(i) The claim is not received by the specified deadline; or
(ii) If the claim is timely received but rejected by the company:
(A) The company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within ninety (90) days after the claimant receives the notice; and
(B) The claimant does not commence the required action within the ninety (90) days.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-704 - Other Claims Against Dissolved Limited Liability Company.

17-29-704. Other claims against dissolved limited liability company.
(a) A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them in accordance with the notice.
(b) The notice authorized by subsection (a) of this section shall:
(i) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the company's designated office is or was last located;
(ii) Describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(iii) State that a claim against the company is barred unless an action to enforce the claim is commenced within three (3) years after publication of the notice.
(c) If a dissolved limited liability company publishes a notice in accordance with subsection (b) of this section, unless the claimant commences an action to enforce the claim against the company within three (3) years after the publication date of the notice, the claim of each of the following claimants is barred:
(i) A claimant that did not receive notice in a record under W.S. 17-29-703;
(ii) A claimant whose claim was timely sent to the company but not acted on; and
(iii) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
(d) A claim not barred under this section or W.S. 17-29-703(c) may be enforced:
(i) Against a dissolved limited liability company, to the extent of its undistributed assets; and
(ii) If assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person after dissolution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-707 - Appeal From Rejection of Reinstatement.

17-29-707. Appeal from rejection of reinstatement.
Appeals of decisions of the secretary of state under this article may be made as provided in W.S. 17-16-1423.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 7 - Dissolution and Winding Up › Section 17-29-708 - Distribution of Assets in Winding Up Limited Liability Company's Activities.

17-29-708. Distribution of assets in winding up limited liability company's activities.
(a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors.
(b) After a limited liability company complies with subsection (a) of this section, any surplus shall be distributed in the following order, subject to any charging order in effect under W.S. 17-29-503:
(i) To each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(ii) In equal shares among members and dissociated members, except:
(A) To the extent otherwise provided in a written or verbal operating agreement as set forth in W.S. 17-29-110;
(B) To the extent necessary to comply with any transfer effective under W.S. 17-29-502; or
(C) To the extent otherwise represented by the company through an authorized representative in tax filings with the Internal Revenue Service in which the status elected by the company is not timely disputed by any member.
(c) If a limited liability company does not have sufficient surplus to comply with paragraph (b)(i) of this section, any surplus shall be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
(d) Repealed by Laws 2017, ch. 51, 2.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-901 - Direct Action by Member.

17-29-901. Direct action by member.
(a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
(b) A member maintaining a direct action under this section shall plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-902 - Derivative Action.

17-29-902. Derivative action.
(a) A member may maintain a derivative action to enforce a right of a limited liability company if:
(i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability company, requesting that they cause the company to bring an action to enforce the right, and the managers or other members do not bring the action within a reasonable time; or
(ii) A demand under paragraph (i) of this subsection would be futile.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-903 - Proper Plaintiff.

17-29-903. Proper plaintiff.
(a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
(b) If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-904 - Pleading.

17-29-904. Pleading.
(a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity:
(i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or
(ii) If a demand has not been made, the reasons a demand under W.S. 17-29-902(a)(i) would be futile.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-905 - Special Litigation Committee.

17-29-905. Special litigation committee.
(a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subsection does not prevent the court from enforcing a person's right to information under W.S. 17-29-410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
(b) A special litigation committee may be composed of one (1) or more disinterested and independent individuals, who may be members.
(c) A special litigation committee may be appointed:
(i) In a member-managed limited liability company:
(A) By the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and
(B) If all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants; or
(ii) In a manager-managed limited liability company:
(A) By a majority of the managers not named as defendants or plaintiffs in the proceeding; and
(B) If all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants.
(d) After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(i) Continue under the control of the plaintiff;
(ii) Continue under the control of the committee;
(iii) Be settled on terms approved by the committee; or
(iv) Be dismissed.
(e) After making a determination under subsection (d) of this section, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subsection (a) of this section and allow the action to proceed under the direction of the plaintiff.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 9 - Actions by Members › Section 17-29-906 - Proceeds and Expenses.

17-29-906. Proceeds and expenses.
(a) Except as otherwise provided in subsection (b) of this section:
(i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and
(ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
(b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1002 - Merger.

17-29-1002. Merger.
(a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:
(i) The governing statute of each of the other organizations authorizes the merger;
(ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes;
(iii) Each of the other organizations complies with its governing statute in effecting the merger; and
(iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable.
(b) A plan of merger shall be in a record and shall include:
(i) The name and form of each constituent organization;
(ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration;
(iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and
(v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1003 - Action on Plan of Merger by Constituent Limited Liability Company.

17-29-1003. Action on plan of merger by constituent limited liability company.
(a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company.
(b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004, a constituent limited liability company may amend the plan or abandon the merger:
(i) As provided in the plan; or
(ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1004 - Filings Required for Merger; Effective Date.

17-29-1004. Filings required for merger; effective date.
(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:
(i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and
(ii) Each other constituent organization, as provided in its governing statute.
(b) Articles of merger under this section shall include:
(i) The name and form of each constituent organization and the jurisdiction of its governing statute;
(ii) The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;
(iii) The date the merger is effective under the governing statute of the surviving organization;
(iv) If the surviving organization is to be created by the merger:
(A) If it will be a limited liability company, the company's articles of organization; or
(B) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record.
(v) If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record;
(vi) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(vii) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of W.S. 17-29-1005(b); and
(viii) Any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state.
(d) A merger becomes effective under this chapter:
(i) If the surviving organization is a limited liability company, upon the later of:
(A) Compliance with subsection (c) of this section; or
(B) Subject to W.S. 17-29-205(c), as specified in the articles of merger; or
(ii) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.
(e) If the secretary of state finds that the articles of merger comply with the requirements of law, that all required fees have been paid and a certificate has been requested, he shall issue a certificate of merger.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1005 - Effect of Merger.

17-29-1005. Effect of merger.
(a) When a merger becomes effective:
(i) The surviving organization continues or comes into existence;
(ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization;
(iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization;
(v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7 of this chapter;
(ix) If the surviving organization is created by the merger:
(A) If it is a limited liability company, the articles of organization becomes effective; or
(B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1006 - Conversion.

17-29-1006. Conversion.
An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1009 - Effect of Conversion.

17-29-1009. Effect of conversion.
(a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes.
(b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1012 - Domestication of Foreign Limited Liability Companies.

17-29-1012. Domestication of foreign limited liability companies.
Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution may become a domestic limited liability company of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign limited liability company a certificate of domestication which shall continue the company as if it had been created under this chapter. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign limited liability company and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic limited liability companies under the provisions of the Revised Uniform Limited Liability Company Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1013 - Application for Certificate of Domestication; Articles of Domestication.

17-29-1013. Application for certificate of domestication; articles of domestication.
(a) A foreign limited liability company, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth:
(i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter or other authorization, and a certificate of good standing not more than thirty (30) days old;
(ii) The name of the company and the jurisdiction under the laws of which it is created;
(iii) The date of organization and the period of duration of the company;
(iv) The address of the principal office of the company and the jurisdiction under the laws of which it is created;
(v) The address of the proposed registered office of the company in this state, and the name of its proposed registered agent in this state at that address;
(vi) Repealed By Laws 2014, Ch. 65, 2.
(vii) Repealed By Laws 2014, Ch. 65, 2.
(viii) Repealed By Laws 2014, Ch. 65, 2.
(ix) Repealed By Laws 2014, Ch. 65, 2.
(x) Any additional information permitted in articles of organization under W.S. 17-29-201.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1014 - Restrictions on Approval of Mergers, Conversions, Continuances, Transfers and Domestications.

17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications.
(a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, continued, transferred or domesticated organization, approval or amendment of a plan of merger, conversion, continuance, transfer or domestication are ineffective without the consent of the member, unless:
(i) The company's operating agreement provides for approval of a merger, conversion, continuance, transfer or domestication with the consent of fewer than all the members; and
(ii) The member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 10 - Merger, Conversion, Continuance, Transfer and Domestication › Section 17-29-1015 - Article Not Exclusive.

17-29-1015. Article not exclusive.
This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 11 - Miscellaneous Provisions › Section 17-29-1101 - Uniformity of Application and Construction.

17-29-1101. Uniformity of application and construction.
In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 11 - Miscellaneous Provisions › Section 17-29-1102 - Secretary of State Powers.

17-29-1102. Secretary of state powers.
The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 11 - Miscellaneous Provisions › Section 17-29-1103 - Application to Existing Domestic Limited Liability Companies.

17-29-1103. Application to existing domestic limited liability companies.
(a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing for organization of limited liability companies.
(b) For limited liability companies organized in Wyoming prior to the effective date of this chapter, the management provisions contained in former W.S. 17-15-116, the division of profits provisions contained in former W.S. 17-15-119, the distribution of assets upon dissolution provisions contained in former W.S. 17-15-126 and the stated term provisions contained in former W.S. 17-15-107(a)(ii) are continued for a period of four (4) years from the effective date of this chapter unless the limited liability company amends its articles of organization to provide otherwise.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 11 - Miscellaneous Provisions › Section 17-29-1104 - Applications to Qualified Foreign Limited Liability Companies.

17-29-1104. Applications to qualified foreign limited liability companies.
A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 29 - Wyoming Limited Liability Company Act › Article 11 - Miscellaneous Provisions › Section 17-29-1105 - Saving Provisions.

17-29-1105. Saving provisions.
(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:
(i) The operation of the statute or any action taken under it before its repeal;
(ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(iii) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or
(iv) Any proceeding or dissolution commenced under the statute before its repeal, and the proceeding or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 1 - General Provisions › Section 17-30-103 - Governing Law.

17-30-103. Governing law.
(a) This act governs:
(i) The internal affairs of a statutory foundation; and
(ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation.
(b) The transfer of property by a founder or a contributor to the statutory foundation, or any disposition made subject to the terms of the operating agreement of the statutory foundation, shall not be void, voidable, set aside or defective in any manner for any reason, including the following:
(i) The law of a foreign jurisdiction prohibits or does not recognize the concept of a statutory foundation; or
(ii) The statutory foundation, a transfer of property by a founder or a contributor to a foundation or a disposition made subject to the terms of the operating agreement of the statutory foundation avoids or defeats any forced heirship or legitime right, claim or interest under the law of a foreign jurisdiction.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 1 - General Provisions › Section 17-30-105 - Electronic Records and Signatures.

17-30-105. Electronic records and signatures.
The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to the requirements of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7002, and supersede, modify and limit the requirements of the Electronic Signatures in Global and National Commerce Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 2 - Purpose, Powers and Capital › Section 17-30-201 - Nature, Purpose and Duration of Statutory Foundations.

17-30-201. Nature, purpose and duration of statutory foundations.
(a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons.
(b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual duration.
(c) Except for those purposes provided in subsection (e) of this section, a statutory foundation may be created for any lawful purpose, whether the statutory foundation is for profit or for charitable purposes, as defined in W.S. 17-30-102(a)(v).
(i) Repealed by Laws 2021, ch. 98, 2.
(ii) Repealed by Laws 2021, ch. 98, 2.
(d) In addition to those purposes provided in subsection (c) of this section, a statutory foundation may be organized for the purpose of holding or investing in other entities or assets, including those entities or assets that are the property of the statutory foundation.
(e) A statutory foundation may not be created to act as a financial institution or an insurer, as defined in W.S. 26-1-102(a)(xvi).
(f) The purpose of a statutory foundation shall not be amended or restated unless the articles of formation expressly provide that the purpose of the statutory foundation "may be amended," "may be restated" or include words of similar import or unless an amendment or restatement is required pursuant to a court order.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 2 - Purpose, Powers and Capital › Section 17-30-202 - Enforcement of Charitable Purposes.

17-30-202. Enforcement of charitable purposes.
(a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated charitable purpose cannot be completed or no longer exists, the court may select one (1) or more charitable purposes or beneficiaries. The selection shall be consistent with the intent of the founder to the extent that intent can be ascertained.
(b) A founder, the board of directors or the protector of a statutory foundation formed for a charitable purpose may commence a civil action to enforce the charitable purpose of the statutory foundation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 2 - Purpose, Powers and Capital › Section 17-30-203 - Powers of a Statutory Foundation.

17-30-203. Powers of a statutory foundation.
A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 2 - Purpose, Powers and Capital › Section 17-30-204 - Property Contribution.

17-30-204. Property contribution.
(a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise.
(b) After the contribution of initial property to the statutory foundation, and if permitted by the operating agreement of the foundation, additional contributions may be made to the statutory foundation by a founder or any contributor.
(c) The tangible and intangible property of the statutory foundation may include:
(i) Initial contributions of property;
(ii) Additional contributions of property;
(iii) Any accumulated income.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 3 - Name, Formation, Articles of Formation, Other Filings and Organizational Documents › Section 17-30-301 - Name of a Statutory Foundation.

17-30-301. Name of a statutory foundation.
(a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not:
(i) Contain words indicating or implying that the foundation is organized for a purpose other than one (1) or more of the purposes contained in its articles of formation;
(ii) Be the same as, or deceptively similar to in the determination of the secretary of state, any trademark or service mark registered in this state. The name shall be distinguishable by the secretary of state from other business names as provided in W.S. 17-16-401;
(iii) Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, the Wyoming Nonprofit Corporation Act, the Wyoming Limited Liability Company Act or the Wyoming Statutory Trust Act.
(b) Nothing in this article shall prohibit the use of a trade name in accordance with applicable law.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 3 - Name, Formation, Articles of Formation, Other Filings and Organizational Documents › Section 17-30-302 - Registered Office and Registered Agent.

17-30-302. Registered office and registered agent.
(a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111, in this state.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all statutory foundations.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 3 - Name, Formation, Articles of Formation, Other Filings and Organizational Documents › Section 17-30-303 - Formation of Statutory Foundation; Articles of Formation.

17-30-303. Formation of statutory foundation; articles of formation.
(a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent of appointment signed by a registered agent.
(b) Articles of formation shall state:
(i) The name of the statutory foundation, which shall comply with W.S. 17-30-301; and
(ii) The street address of the statutory foundation's initial registered office and the name of its initial registered agent at that office.
(c) Articles of formation may state:
(i) The names and addresses of the individuals who are to serve as the initial directors;
(ii) The name and address of the individual who is to serve as the initial protector;
(iii) Other provisions not inconsistent with law, which may include:
(A) The purpose for which the statutory foundation is organized;
(B) An express statement that the purpose of the statutory foundation "may be amended", "may be restated" or words of similar import, pursuant to W.S. 17-30-201(f);
(C) A statement of the duration of the statutory foundation;
(D) Any provision under this act that is required or permitted to be stated in the operating agreement.
(d) A statutory foundation is formed when the articles of formation become effective. The filing of articles of formation by the secretary of state is conclusive proof that the organizer has satisfied all conditions required for the formation of a statutory foundation, except in a civil action commenced by the state of Wyoming to terminate a statutory foundation. In that case, a court may require other additional evidence as it determines appropriate.
(e) The articles of formation may be amended or restated only if the articles of formation include an express statement authorizing the amendment or restatement of the articles of formation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 3 - Name, Formation, Articles of Formation, Other Filings and Organizational Documents › Section 17-30-304 - Signing of Records to Be Delivered for Filing to Secretary of State.

17-30-304. Signing of records to be delivered for filing to secretary of state.
(a) A record delivered to the secretary of state for filing under this act shall be signed as follows:
(i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation shall be signed by a person who has appropriate authority granted by the foundation;
(ii) The initial articles of formation of a statutory foundation shall be signed by at least one (1) person acting as founder or organizer;
(iii) A record filed on behalf of a terminated statutory foundation that has no founders shall be signed by the person winding up the activities of the foundation under article 9 of this chapter, the organizer or another person appointed by the board of directors of the foundation;
(iv) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state or by the person appointed by the board of directors of the statutory foundation.
(b) Any record filed under this act may be signed by an agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 30 - Wyoming Statutory Foundation Act › Article 3 - Name, Formation, Articles of Formation, Other Filings and Organizational Documents › Section 17-30-305 - Delivery to and Filing of Records by Secretary of State; Effective Time and Date.

17-30-305. Delivery to and filing of records by secretary of state; effective time and date.
(a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of state in an authorized medium. The secretary of state shall file the record upon receipt, unless:
(i) The secretary of state determines that a record does not comply with the filing requirements of this act;
(ii) The filing fees required by this act or other provisions of law or past due fees, taxes or penalties have not been paid.
(b) Upon filing the record, the secretary of state shall send a copy of the filed record and a receipt for fees to the person on whose behalf the record was filed.
(c) Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
(d) Except as otherwise provided in this section and W.S. 17-28-103, a record delivered to the secretary of state for filing under this act shall be effective as of the date of filing by the secretary of state.
(e) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.