reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 11 - Merger and Consolidation › Section 17-19-1113 - Articles of Consolidation.

17-19-1113. Articles of consolidation.
(a) After a plan of consolidation is approved by the board of directors, and if required by W.S. 17-19-1112, by the members and any other persons, the new corporation shall deliver to the secretary of state articles of consolidation setting forth:
(i) The plan of consolidation;
(ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;
(iii) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and
(B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.
(iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1112(a)(iii), a statement that the approval was obtained.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 11 - Merger and Consolidation › Section 17-19-1114 - Effect of Consolidation.

17-19-1114. Effect of consolidation.
(a) When a consolidation takes effect:
(i) Every other corporation party to the consolidation consolidates into the new corporation and the separate existence of every corporation except the new corporation ceases;
(ii) The title to all real estate and other property owned by each corporation party to the consolidation is vested in the new corporation without reversion or impairment subject to any and all conditions to which the property was subject prior to the consolidation;
(iii) The new corporation has all liabilities and obligations of each corporation party to the consolidation;
(iv) A proceeding pending against any corporation party to the consolidation may be continued as if the consolidation did not occur or the new corporation may be substituted in the proceeding for the corporation whose existence ceased; and
(v) The articles of incorporation and bylaws of the new corporation are amended to the extent provided in the plan of consolidation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 11 - Merger and Consolidation › Section 17-19-1115 - Consolidation With Foreign Corporation.

17-19-1115. Consolidation with foreign corporation.
(a) Except as provided in W.S. 17-19-1111, one (1) or more foreign business or nonprofit corporations may consolidate with one (1) or more domestic nonprofit corporations if:
(i) The consolidation is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the consolidation;
(ii) The foreign corporation complies with W.S. 17-19-1113 if it is the new corporation of the consolidation; and
(iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1110 through 17-19-1112 and, if it is the new corporation of the consolidation, with W.S. 17-19-1113.
(b) Upon the consolidation taking effect, the new foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 11 - Merger and Consolidation › Section 17-19-1116 - Bequests, Devises and Gifts.

17-19-1116. Bequests, devises and gifts.
Any bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the consolidation, inures to the new corporation unless the will or other instrument otherwise specifically provides.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 11 - Merger and Consolidation › Section 17-19-1117 - Consolidation With a Governmental Subdivision.

17-19-1117. Consolidation with a governmental subdivision.
Except for W.S. 17-19-1111, this article does not apply if a public benefit, mutual benefit or religious corporation consolidates with a governmental subdivision. The corporation shall file notice with the secretary of state of the consummated consolidation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 12 - Sale of Assets › Section 17-19-1201 - Sale of Assets in Regular Course of Activities and Mortgage of Assets.

17-19-1201. Sale of assets in regular course of activities and mortgage of assets.
(a) A corporation may on the terms and conditions and for the consideration determined by the board of directors:
(i) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or
(ii) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.
(b) Unless the articles require it, approval of the members or any other person of a transaction described in subsection (a) of this section is not required.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 13 - Distributions › Section 17-19-1302 - Purchase of Memberships; Authorized Distributions.

17-19-1302. Purchase of memberships; authorized distributions.
(a) A mutual benefit corporation may purchase its memberships if after the purchase is completed:
(i) The corporation would be able to pay its debts as they become due in the usual course of its activities; and
(ii) The corporation's total assets would at least equal the sum of its total liabilities.
(b) Corporations may make distributions upon dissolution in conformity with article 14 of this act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1401 - Dissolution by Incorporators or Directors.

17-19-1401. Dissolution by incorporators or directors.
(a) A majority of the incorporators or directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.
(b) The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation.
(c) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1402 - Dissolution by Directors, Members and Third Persons.

17-19-1402. Dissolution by directors, members and third persons.
(a) Unless this act, the articles, bylaws or the board of directors or members (acting pursuant to subsection (c) of this section) require a greater vote or voting by class, dissolution is authorized if it is approved:
(i) By the board;
(ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and
(iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws.
(b) If the corporation does not have members, dissolution shall be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(c) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
(d) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(e) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
(f) The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1403 - Notices to the Secretary of State.

17-19-1403. Notices to the secretary of state.
(a) A public benefit or religious corporation shall give the secretary of state written notice that it intends to dissolve at or before the time it delivers articles of dissolution to him. The notice shall include a copy or summary of the plan of dissolution. The secretary of state shall then give notice of the plan to the attorney general.
(b) No assets shall be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty (20) days after it has given the written notice required by subsection (a) of this section to the secretary of state or until the attorney general has consented in writing to the dissolution, or indicated in writing that he will take no action in respect to, the transfer or conveyance, whichever is earlier.
(c) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the secretary of state (who shall then provide notice to the attorney general) a list showing those, other than creditors, to whom the assets were transferred or conveyed. The list shall indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1404 - Articles of Dissolution.

17-19-1404. Articles of dissolution.
(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:
(i) The name of the corporation;
(ii) The date dissolution was authorized;
(iii) A statement that dissolution was approved by a sufficient vote of the board;
(iv) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;
(v) If approval by members was required:
(A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and
(B) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class.
(vi) If approval of dissolution by some person or persons other than the members, the board or the incorporators is required pursuant to W.S. 17-19-1402(a)(iii), a statement that the approval was obtained; and
(vii) If the corporation is a public benefit or religious corporation, that the notice to the secretary of state required by W.S. 17-19-1403(a) has been given.
(b) A corporation is dissolved upon the effective date of its articles of dissolution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1405 - Revocation of Dissolution.

17-19-1405. Revocation of dissolution.
(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date.
(b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or any other person.
(c) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(i) The name of the corporation;
(ii) The effective date of the dissolution that was revoked;
(iii) The date that the revocation of dissolution was authorized;
(iv) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect;
(v) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and
(vi) If member or third person action was required to revoke the dissolution, the information required by W.S. 17-19-1404(a)(v) and (vi).
(d) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(e) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1406 - Effect of Dissolution.

17-19-1406. Effect of dissolution.
(a) A dissolved corporation continues its corporate existence but shall not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(i) Preserving and protecting its assets and minimizing its liabilities;
(ii) Discharging or making provision for discharging its liabilities and obligations;
(iii) Disposing of its properties that will not be distributed in kind;
(iv) Returning, transferring or conveying assets held by the corporation upon a condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition;
(v) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(vi) If the corporation is a public benefit or religious corporation, and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to any contractual or legal requirement, its assets:
(A) To one (1) or more persons described in section 501(c)(iii) of the Internal Revenue Code; or
(B) If the dissolved corporation is not described in section 501(c)(iii) of the Internal Revenue Code, to one (1) or more public benefit or religious corporations.
(vii) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefitting or serving; and
(viii) Doing every other act necessary to wind up and liquidate its assets and affairs.
(b) Dissolution of a corporation does not:
(i) Transfer title to the corporation's property;
(ii) Subject its directors or officers to standards of conduct different from those prescribed in article 8 of this act;
(iii) Change quorum or voting requirements for its board or members; change provisions for selection, resignation or removal of its directors or officers or both; or change provisions for amending its bylaws;
(iv) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(v) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or
(vi) Terminate the authority of the registered agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1407 - Known Claims Against Dissolved Corporation.

17-19-1407. Known claims against dissolved corporation.
(a) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.
(b) The dissolved corporation shall notify its known claimants in writing by mail or private carrier or by personal delivery of the dissolution at any time after its effective date. The written notice shall:
(i) Describe information that shall be included in a claim;
(ii) Provide a mailing address where a claim may be sent;
(iii) State the deadline, which may not be fewer than one hundred twenty (120) days from the effective date of the written notice, by which the dissolved corporation shall receive the claim; and
(iv) State that the claim will be barred if not received by the deadline.
(c) A claim against the dissolved corporation is barred:
(i) If a claimant who was given written notice under subsection (b) of this section does not deliver the claim to the dissolved corporation by the deadline; or
(ii) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety (90) days from the effective date of the rejection notice.
(d) For purposes of this section "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1408 - Unknown Claims Against Dissolved Corporation.

17-19-1408. Unknown claims against dissolved corporation.
(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.
(b) The notice shall:
(i) Be published one (1) time in a newspaper of general circulation in the county where the dissolved corporation's principal office, or, if none in this state, its registered office, is or was last located;
(ii) Describe the information that shall be included in a claim and provide a mailing address where the claim may be sent; and
(iii) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five (5) years or the number of years set forth in the applicable statute of limitation, whichever is less, after publication of the notice.
(c) If the dissolved corporation publishes a newspaper notice in accordance with subsection (b) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five (5) years or the number of years set forth in the applicable statute of limitations, whichever is less, after the publication date of the newspaper notice:
(i) A claimant who did not receive written notice under W.S. 17-19-1407;
(ii) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and
(iii) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim may be enforced under this section:
(i) Against the dissolved corporation, to the extent of its undistributed assets; or
(ii) If the assets have been distributed in liquidation, against any person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.
B. Administrative Dissolution
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1420 - Grounds for Administrative Dissolution.

17-19-1420. Grounds for administrative dissolution.
(a) The secretary of state may commence a proceeding under W.S. 17-19-1421 to administratively dissolve a corporation if any of the following has occurred:
(i) The corporation is without a registered agent or registered office in this state for thirty (30) days or more;
(ii) The corporation does not notify the secretary of state within thirty (30) days that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued;
(iii) The corporation's period of duration, if any, stated in its articles of incorporation expires;
(iv) The corporation does not deliver its annual reports or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630;
(v) It is in the public interest and the corporation:
(A) Has provided fraudulent information or has failed to correct false information upon request of the secretary of state on any filing under this act with the secretary of state; or
(B) Cannot be served by either the secretary of state or the registered agent at its address provided pursuant to W.S. 17-28-107.
(vi) An incorporator, director, officer or agent of the corporation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(vii) The corporation has failed to respond to a valid and enforceable subpoena;
(viii) The corporation has failed to pay any penalties imposed under W.S. 17-28-109.
(b) Prior to commencing a proceeding under W.S. 17-19-1421 the secretary of state may classify a corporation as delinquent awaiting administrative dissolution if the corporation meets any of the criteria in subsection (a) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1421 - Procedure for and Effect of Administrative Dissolution.

17-19-1421. Procedure for and effect of administrative dissolution.
(a) Upon determining that one (1) or more grounds exist under W.S. 17-19-1420 for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination under W.S. 17-28-104. In the case of a public benefit corporation the secretary of state shall also notify the attorney general in writing.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty (60) days after service of the notice is perfected under W.S. 17-28-104, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the corporation under W.S. 17-28-104, and in the case of a public benefit corporation shall notify the attorney general in writing.
(c) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under W.S. 17-19-1406 and notify its claimants under W.S. 17-19-1407 and 17-19-1408.
(d) The administrative dissolution of a corporation does not terminate the authority of its registered agent.
(e) Repealed by Laws 2008, Ch. 91, 3.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1422 - Reinstatement Following Administrative Dissolution.

17-19-1422. Reinstatement following administrative dissolution.
(a) A corporation administratively dissolved under W.S. 17-19-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. Reinstatement may be denied by the secretary of state if the corporation has been the subject of secretary of state and law enforcement investigation pertaining to fraud or any other violation of state or federal law, or if there is other reason to believe the corporation was engaged in illegal operations. The application shall:
(i) Recite the name of the corporation and the effective date of its administrative dissolution;
(ii) State that the ground or grounds for dissolution either did not exist or have been eliminated;
(iii) Repealed By Laws 1999, ch. 196, 2.
(iv) If the corporation was administratively dissolved for failing to deliver its annual report or pay the annual license taxes to the secretary of state when due pursuant to W.S. 17-19-1630, include payment of fees and taxes then delinquent and the reinstatement certificate fee prescribed by W.S. 17-19-122; and
(v) If the corporation was administratively dissolved for failure to maintain a registered agent, include payment of a one hundred fifty dollar ($150.00) reinstatement fee and payment of any fees and taxes then delinquent.
(b) If the secretary of state determines that the application contains the information required by subsection (a) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under W.S. 17-28-104.
(c) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation shall resume carrying on its activities as if the administrative dissolution had never occurred.
(d) The corporation shall retain its registered corporate name during the two (2) year reinstatement period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1423 - Appeal From Denial of Reinstatement.

17-19-1423. Appeal from denial of reinstatement.
(a) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial.
(b) The corporation may appeal the denial of reinstatement to the district court within thirty (30) days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.
(c) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.
(d) The court's final decision may be appealed as in other civil proceedings.
C. Judicial Dissolution
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1430 - Grounds for Judicial Dissolution.

17-19-1430. Grounds for judicial dissolution.
(a) The district court may dissolve a corporation:
(i) In a proceeding by the attorney general if it is established that:
(A) The corporation obtained its articles of incorporation through fraud;
(B) The corporation has continued to exceed or abuse the authority conferred upon it by law;
(C) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or
(D) The corporation is a public benefit corporation and is no longer able to carry out its purposes.
(ii) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by fifty (50) members or members holding five percent (5%) of the voting power, whichever is less, or by a director or any person specified in the articles, if it is established that:
(A) The directors are deadlocked in the management of the corporate affairs, and the members, if any, are unable to break the deadlock;
(B) The directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent;
(C) The members are deadlocked in voting power and have failed, for a period that includes at least two (2) consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;
(D) The corporate assets are being misapplied or wasted; or
(E) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes.
(iii) In a proceeding by a creditor if it is established that:
(A) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied and the corporation is insolvent; or
(B) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent.
(iv) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
(b) Prior to dissolving a corporation, the court shall consider whether:
(i) There are reasonable alternatives to dissolution;
(ii) Dissolution is in the public interest, if the corporation is a public benefit corporation; and
(iii) Dissolution is the best way of protecting the interests of members, if the corporation is a mutual benefit corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1431 - Procedure for Judicial Dissolution.

17-19-1431. Procedure for judicial dissolution.
(a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Laramie county district court. Venue for a proceeding brought by any other party named in W.S. 17-19-1430 lies in the county where a corporation's principal office or, if none in this state, its registered office, is or was last located.
(b) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
(d) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall forthwith give written notice of the proceeding to the secretary of state who shall then notify the attorney general. The attorney general may intervene.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1432 - Receivership or Custodianship.

17-19-1432. Receivership or custodianship.
(a) A court in a judicial proceeding brought to dissolve a public benefit or mutual benefit corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation, authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(i) The receiver:
(A) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; provided, however, that the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and
(B) May sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all Wyoming district courts.
(ii) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.
(d) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.
(e) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1433 - Decree of Dissolution.

17-19-1433. Decree of dissolution.
(a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-19-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(b) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs in accordance with W.S. 17-19-1406 and the notification of its claimants in accordance with W.S. 17-19-1407 and 17-19-1408.
D. Miscellaneous
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 14 - Dissolution › Section 17-19-1440 - Deposit With State Treasurer.

17-19-1440. Deposit with state treasurer.
Assets of a dissolved corporation that should be transferred to a creditor, claimant or member of the corporation who cannot be found or who is not competent to receive them, shall be reduced to cash subject to known trust restrictions and deposited with the state treasurer for safekeeping; provided, however, that in the state treasurer's discretion property may be received and held in kind. When the creditor, claimant or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, member or other person or his representative that amount or property.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1501 - Authority to Transact Business Required.

17-19-1501. Authority to transact business required.
(a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a) of this section:
(i) Maintaining, defending or settling any proceeding;
(ii) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;
(iii) Maintaining bank accounts;
(iv) Maintaining offices or agencies for the transfer, exchange and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;
(v) Selling through independent contractors;
(vi) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(vii) Creating or acquiring indebtedness, mortgages, and security interests in real or personal property;
(viii) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(ix) Owning, without more, real or personal property;
(x) Conducting an isolated transaction that is completed within thirty (30) days and that is not one in the course of repeated transactions of a like nature;
(xi) Transacting business in interstate commerce.
(c) The list of activities in subsection (b) of this section is not exhaustive.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1502 - Consequences of Transacting Business Without Authority.

17-19-1502. Consequences of transacting business without authority.
(a) A foreign corporation transacting business in this state without a certificate of authority shall not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business shall not maintain a proceeding on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c) A court may stay a proceeding commenced by a foreign corporation, its successor or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d) Repealed By Laws 2000, Ch. 35, 2.
(e) Notwithstanding any other provision of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1503 - Application for Certificate of Authority.

17-19-1503. Application for certificate of authority.
(a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application shall set forth:
(i) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies the requirements of W.S. 17-19-1506;
(ii) The name of the state or country under whose law it is incorporated;
(iii) The date of incorporation and period of duration;
(iv) The street address of its principal office and an email address for the foreign corporation;
(v) The address of its registered office in this state and the name of its registered agent at that office;
(vi) The names and usual business or home addresses of its current directors and officers;
(vii) Whether the foreign corporation has members;
(viii) Whether the corporation, if it had been incorporated in this state, would be a public benefit, mutual benefit or religious corporation;
(ix) A statement that the corporation accepts the constitution of the state of Wyoming in compliance with the requirement of article 10 section 5 of the Wyoming constitution; and
(x) Any additional information as may be necessary or appropriate in order to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to transact business in this state and to determine and assess the fees and license taxes under the laws of this state.
(b) The foreign corporation shall deliver with the completed application a certificate of existence dated not more than sixty (60) days prior to filing in Wyoming, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
(c) The application for certificate of authority shall be accompanied by a written consent to appointment by the registered agent.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1504 - Amended Certificate of Authority.

17-19-1504. Amended certificate of authority.
(a) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:
(i) Its corporate name;
(ii) The period of its duration; or
(iii) The state or country of its incorporation.
(b) The requirements of W.S. 17-19-1503 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1505 - Effect of Certificate of Authority.

17-19-1505. Effect of certificate of authority.
(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this act.
(b) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this act, is subject to the same duties, restrictions, penalties and liabilities now or later imposed on, a domestic corporation of like character.
(c) This act does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1506 - Corporate Name of Foreign Corporation.

17-19-1506. Corporate name of foreign corporation.
(a) If the corporate name of a foreign corporation does not satisfy the requirements of W.S. 17-19-401, the foreign corporation, to obtain or maintain a certificate of authority to transact business in this state, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.
(b) Except as authorized by subsections (c) and (d) of this section, the corporate name, including a fictitious name, of a foreign corporation shall not be the same as, nor deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as required by W.S. 17-16-401.
(c) A foreign corporation may apply to the secretary of state for authorization to use a name that is not distinguishable in accordance with the provisions of W.S. 17-16-401(c).
(i) Repealed By Laws 1996, ch. 80, 3.
(ii) Repealed By Laws 1996, ch. 80, 3.
(d) A foreign corporation may use in this state the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has:
(i) Merged with the other corporation; or
(ii) Been formed by reorganization of the other corporation; or
(iii) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(iv) Repealed By Laws 1996, ch. 80, 3.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of W.S. 17-19-401, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of W.S. 17-19-401 and obtains an amended certificate of authority under W.S. 17-19-1504.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 19 - Wyoming Nonprofit Corporation Act › Article 15 - Foreign Corporations › Section 17-19-1507 - Registered Office and Registered Agent of Foreign Corporation.

17-19-1507. Registered office and registered agent of foreign corporation.
(a) Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:
(i) A registered office as provided in W.S. 17-28-101 through 17-28-111; and
(ii) A registered agent as provided in W.S. 17-28-101 through 17-28-111.
(A) 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 foreign corporations.