reglab/statecodes huggingface dataset:
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 8 - Winding Up Partnership Business › Section 17-21-804 - Right to Wind Up Partnership Business.

17-21-804. Right to wind up partnership business.
(a) After dissolution, a partner who has not wrongfully dissociated has a right to participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the court, for good cause, may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner may wind up a partnership's business.
(c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to W.S. 17-21-808 and perform other necessary acts, including settlement of disputes by mediation or arbitration.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 8 - Winding Up Partnership Business › Section 17-21-805 - Partner's Power to Bind Partnership After Dissolution.

17-21-805. Partner's power to bind partnership after dissolution.
(a) Subject to W.S. 17-21-806, a partnership is bound by a partner's act after dissolution that:
(i) Is appropriate for winding up the partnership business; or
(ii) Would have bound the partnership under W.S. 17-21-301 before dissolution, if the other party to the transaction does not have notice of the dissolution.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 8 - Winding Up Partnership Business › Section 17-21-806 - Statement of Dissolution.

17-21-806. Statement of dissolution.
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A statement of dissolution cancels a filed statement of partnership authority for the purposes of W.S. 17-21-303(d) and is a limitation on authority for the purposes of W.S. 17-21-303(e).
(c) For purposes of W.S. 17-21-301 and 17-21-805, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety (90) days after it is filed.
(d) After filing and where appropriate, recording a statement of dissolution, the dissolved partnership may file and where appropriate, record a statement of partnership authority which shall operate with respect to a person not a partner as provided in W.S. 17-21-303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 8 - Winding Up Partnership Business › Section 17-21-807 - Partner's Liability to Other Partners After Dissolution.

17-21-807. Partner's liability to other partners after dissolution.
(a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-805 for which the partner is personally liable under W.S. 17-21-306.
(b) A partner who, with knowledge of the winding up, incurs a partnership liability under W.S. 17-21-805(a)(ii) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any loss caused to the partnership arising from that liability.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 8 - Winding Up Partnership Business › Section 17-21-808 - Settlement of Accounts Among Partners.

17-21-808. Settlement of accounts among partners.
(a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions pursuant to subsection (b) of this section.
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to that partner's positive balance. A partner shall contribute to the partnership an amount equal to that partner's negative balance only to the extent that negative balance is attributable to an obligation for which that partner is personally liable under W.S. 17-21-306.
(c) To the extent not taken into account in settling the accounts among partners pursuant to subsection (b) of this section, each partner shall contribute in the proportion in which the partner shares partnership losses, the amount necessary to satisfy those partnership obligations for which the partner is personally liable under W.S. 17-21-306. If a partner fails or is not obligated to contribute, the other partners shall contribute in the proportions in which the partners share partnership losses, the additional amount necessary to satisfy those partnership obligations for which the partners are personally liable under W.S. 17-21-306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations but only to the extent such contributions are made on account of obligations for which the other partners are liable under W.S. 17-21-306.
(d) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership under subsection (b) of this section.
(e) An assignee for the benefit of creditors of a partnership or a partner or a person appointed by the court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership under subsection (b) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-901 - Conversion of Partnership to Limited Partnership.

17-21-901. Conversion of partnership to limited partnership.
(a) A partnership may be converted to a limited partnership pursuant to this section.
(b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or percentage specified for conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the partnership shall file a certificate of limited partnership which satisfies the requirements of W.S. 17-14-301 and includes:
(i) A statement that the partnership was converted to a limited partnership from a partnership;
(ii) Its former name; and
(iii) A statement of the number of votes cast by the partners for and against the conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of limited partnership is filed or at any later date specified in the certificate.
(e) A partner who becomes a limited partner as a result of the conversion remains liable as a partner for an obligation incurred by the partnership before the conversion takes effect for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. If the other party to a transaction with the limited partnership reasonably believes when entering the transaction that the limited partner is a general partner, the partner is liable for an obligation incurred by the limited partnership within ninety (90) days after the conversion takes effect for which a general partner would be personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808. The partner's liability for all other obligations of the limited partnership incurred after the conversion takes effect is that of a limited partner as provided in the Uniform Limited Partnership Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-902 - Conversion of Limited Partnership to Partnership.

17-21-902. Conversion of limited partnership to partnership.
(a) A limited partnership may be converted to a partnership pursuant to this section.
(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partnership to a partnership shall be approved by all the partners.
(c) After the conversion is approved by the partners, the limited partnership shall cancel its certificate of limited partnership pursuant to W.S. 17-14-303.
(d) The conversion takes effect when the certificate of limited partnership is canceled.
(e) A limited partner who becomes a partner as a result of the conversion remains liable only as a limited partner for an obligation incurred by the limited partnership before the conversion takes effect. The limited partner is liable as a partner for an obligation of the partnership for which the partner is personally liable under W.S. 17-21-306, 17-21-807 and 17-21-808 incurred after the conversion takes effect.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-903 - Effect of Conversion; Entity Unchanged.

17-21-903. Effect of conversion; entity unchanged.
(a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.
(b) When a conversion takes effect:
(i) All property owned by the converting partnership or limited partnership remains vested in the converted entity;
(ii) All obligations of the converting partnership or limited partnership continue as obligations of the converted entity; and
(iii) An action or proceeding pending against the converting partnership or limited partnership may be continued as if the conversion had not occurred.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-904 - Merger of Partnerships.

17-21-904. Merger of partnerships.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships.
(b) The plan of merger shall set forth:
(i) The name of each partnership or limited partnership that is a party to the merger;
(ii) The name of the surviving entity into which the other partnerships or limited partnerships will merge;
(iii) Whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(iv) The terms and conditions of the merger;
(v) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity or into cash or other property in whole or part; and
(vi) The street address of the surviving entity's chief executive office.
(c) The plan of merger shall be approved:
(i) In the case of a partnership that is a party to the merger, by all the partners or a number or percentage specified for merger in the partnership agreement; and
(ii) In the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and in the absence of such specifically applicable law, by all the partners notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(i) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;
(ii) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(iii) Any effective date specified in the plan of merger.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-905 - Effect of Merger.

17-21-905. Effect of merger.
(a) When a merger takes effect:
(i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist;
(ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
(iii) All obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
(iv) An action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred or the surviving entity may be substituted as a party to the action or proceeding.
(b) The secretary of state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall promptly notify the secretary of state of the mailing address of its chief executive office, of any change of address and the email address of its chief executive officer. Upon receipt of process, the secretary of state shall mail or electronically submit a copy of the process to the surviving foreign partnership or limited partnership.
(c) A partner of the surviving partnership or limited partnership is liable for:
(i) All obligations of a party to the merger for which the partner was personally liable before the merger;
(ii) All other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of that entity; and
(iii) All obligations of the surviving entity incurred after the merger takes effect.
(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in W.S. 17-21-808(c) as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under W.S. 17-21-701. The surviving entity is bound under W.S. 17-21-702 by an act of a partner dissociated under this subsection and the partner is liable under W.S. 17-21-703 for transactions entered into by the surviving entity after the merger takes effect.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 9 - Conversions and Mergers › Section 17-21-906 - Statement of Merger.

17-21-906. Statement of merger.
(a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger shall contain:
(i) The name of each partnership or limited partnership that is a party to the merger;
(ii) The name of the surviving entity into which the other partnerships or limited partnership were merged;
(iii) The street address of the surviving entity's chief executive office and of an office in this state, if any; and
(iv) Whether the surviving entity is a partnership or limited partnership.
(c) Except as provided in subsection (d) of this section and for purposes of W.S. 17-21-302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For purposes of W.S. 17-21-302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger with the appropriate county clerk.
(e) A filed and where appropriate, recorded statement of merger, executed and declared to be accurate pursuant to W.S. 17-21-105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d) of this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 10 - Miscellaneous Provisions › Section 17-21-1001 - Uniformity of Application and Construction.

17-21-1001. Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 10 - Miscellaneous Provisions › Section 17-21-1003 - Application to Existing Relationships.

17-21-1003. Application to existing relationships.
(a) Except as otherwise provided in this section, this chapter applies to all partnerships in existence on January 1, 1994 that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and liquidation of partnerships.
(b) W.S. 17-21-802 does not apply to a partnership in existence on January 1, 1994 unless the partners agree otherwise.
(c) This chapter does not impair the obligations of a contract existing on January 1, 1994 or affect an action or proceeding begun or right accrued before January 1, 1994.
(d) A judgment against a partnership or a partner in an action commenced before January 1, 1994 may be enforced in the same manner as a judgment rendered before January 1, 1994.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 11 - Registered Limited Liability Partnerships › Section 17-21-1102 - Effect of Registration; Entity Unchanged.

17-21-1102. Effect of registration; entity unchanged.
(a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration.
(b) When registration takes effect:
(i) All property owned by the registering partnership remains vested in the registered partnership;
(ii) All obligations of the registering partnership continue as obligations of the registered partnership; and
(iii) An action or proceeding pending against the registering partnership may be continued as if the registration had not occurred.
(c) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and its business continues without winding up the partnership affairs and without liquidating or terminating the partnership, the registration of the registered limited liability partnership or the foreign registered limited liability partnership shall continue to be applicable to the partnership continuing the business, and the partnership shall not be required to file a new statement of registration or statement of renewal. The partnership continuing the business shall be deemed to have filed any documents required or permitted under this section which were filed by the dissolved partnership. The partnership continuing the business shall file a statement of renewal at such time as the dissolved partnership would have been required to file a statement of renewal.
(d) If a registered limited liability partnership or foreign registered limited liability partnership dissolves and winds up its affairs, liquidates or terminates, the statement of registration or statement of renewal remains in effect as to the partnership and the partners during the period of winding up, and as to the partners subsequent to liquidation or termination as to liabilities of the partnership incurred, assumed or arising prior to liquidation or termination.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 11 - Registered Limited Liability Partnerships › Section 17-21-1103 - Name of Registered Limited Liability Partnership; Limited Rights.

17-21-1103. Name of registered limited liability partnership; limited rights.
(a) The name of a registered limited liability partnership shall not be the same as or deceptively similar to any trademark or service mark registered in this state, shall be distinguishable upon the records of the secretary of state from other business names filed with that office and must end with "Registered Limited Liability Partnership", "Limited Liability Partnership", "R.L.L.P.", "L.L.P.", "RLLP", or "LLP".
(b) The authorization granted by the secretary of state to file a statement of registration under a registered limited liability partnership name does not:
(i) Abrogate or limit the law governing unfair competition or unfair trade practices;
(ii) Derogate from the common law the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect names and trademarks; or
(iii) Create an exclusive right in geographic or generic terms contained within a name.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 11 - Registered Limited Liability Partnerships › Section 17-21-1105 - Registered Limited Liability Partnership by Licensed Persons.

17-21-1105. Registered limited liability partnership by licensed persons.
Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law or the law of another jurisdiction from forming a registered limited liability partnership if the applicable licensing statutes do not prohibit it and the licensing body does not prohibit it by rule or regulation adopted consistent with the appropriate licensing statute. Each licensed professional offering professional services through a registered limited liability partnership shall retain their professional license in good standing and shall be subject to all rules, regulations, standards and requirements pertaining thereto.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 11 - Registered Limited Liability Partnerships › Section 17-21-1106 - Statement of Continuance.

17-21-1106. Statement of continuance.
(a) Any foreign registered limited liability partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may register with the secretary of state to continue as a registered limited liability partnership in this state.
(b) To become a registered limited liability partnership, the foreign registered limited liability partnership shall file with the office of the secretary of state a statement of continuance that meets the following requirements:
(i) Complies with the provisions of W.S. 17-21-1101, including payment of the registration fee;
(ii) Contains written confirmation from the state in which the partnership was formed that the partnership's registered domicile in that state is terminated or will be terminated upon continuance in this state;
(iii) Includes a certified copy of the partnership's original statement of registration as a registered limited liability partnership;
(iv) Contains a statement of duration of the partnership from the date of formation to present;
(v) Contains a statement that the partnership will abide by the constitution and laws of this state;
(vi) Contains any additional information necessary to enable the secretary of state to determine whether the foreign registered limited liability partnership is entitled to continue in this state as a registered limited liability partnership.
(c) The secretary of state shall register as a registered limited liability partnership any partnership that submits the required fee and a statement of continuance that substantially complies with this section.
(d) Registration is effective immediately upon the filing of the statement of continuance or at any later date or time specified in the statement. Upon the effective date, the laws of Wyoming shall apply to the partnership as a registered limited liability partnership.
(e) Except for the purpose of W.S. 16-6-101 through 16-6-121, the existence of any registered limited liability partnership registered upon a statement of continuance shall be deemed to have commenced on the date the partnership was originally registered under the laws of another state.
(f) The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 21 - Uniform Partnership Act › Article 11 - Registered Limited Liability Partnerships › Section 17-21-1107 - Reinstatement Following Lapse of Registration.

17-21-1107. Reinstatement following lapse of registration.
(a) A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17-21-1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the effective date of lapse. The application shall recite the name of the domestic registered limited liability partnership and the effective date of its lapse of registration.
(b) A domestic registered limited liability partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.
(c) If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic registered limited liability partnership.
(d) When the reinstatement is effective, it relates back and takes effect as of the effective date of the lapse of registration pursuant to W.S. 17-21-1101(f)(ii) and the domestic registered limited liability partnership resumes carrying on its business as if the lapse of registration had never occurred.
(e) The domestic registered limited liability partnership shall retain its registered name during the two (2) year reinstatement period.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-102 - Definitions.

17-22-102. Definitions.
(a) As used in this act:
(i) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association;
(ii) "Nonprofit association" means an unincorporated organization consisting of two (2) or more members joined by mutual consent for a common, nonprofit purpose. However, a joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share the use of the property for a nonprofit purpose;
(iii) "Person" means an individual, corporation, business trust, estate, trust, partnership, association, agency, joint venture, government, governmental subdivision or instrumentality, or any other legal or commercial entity;
(iv) "State" means a state of the United States, the District of Columbia, the commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States;
(v) "This act" means W.S. 17-22-101 through 17-22-115.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-103 - Territorial Application.

17-22-103. Territorial application.
Real and personal property in Wyoming may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to the state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-104 - Real and Personal Property; Nonprofit Association as Legatee, Devisee or Beneficiary.

17-22-104. Real and personal property; nonprofit association as legatee, devisee or beneficiary.
(a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real and personal property.
(b) A nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-105 - Statement of Authority as to Real Property.

17-22-105. Statement of authority as to real property.
(a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county clerk in which a transfer of the property would be recorded.
(c) A statement of authority shall set forth:
(i) The name of the nonprofit association;
(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state;
(iii) The name or title of the person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and
(iv) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority shall be executed in the same manner as a deed. The person who executes the statement of authority shall not be the named person in the statement of authority authorized to transfer the estate or interest.
(e) The filing officer may collect a fee for recording the statement of authority in the amount authorized for recording a transfer of real property.
(f) An amendment, including a cancellation, of a statement of authority shall meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law five (5) years after the date of the most recent recording.
(g) If the record title to the real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the county clerk in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a transferee who gives value without notice that the person named in the statement of authority lacks authority.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-106 - Liability in Tort and Contract.

17-22-106. Liability in tort and contract.
(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
(b) A person is not liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(e) A member of, or a person considered as a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered as a member by the nonprofit association.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-107 - Capacity to Assert and Defend; Standing.

17-22-107. Capacity to assert and defend; standing.
(a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members if one (1) or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes, and neither the claim asserted nor the relief requested requires the participation of a member.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-109 - Disposition of Personal Property of Inactive Nonprofit Association.

17-22-109. Disposition of personal property of inactive nonprofit association.
(a) If a nonprofit association has been inactive for three (3) years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:
(i) If a nonprofit association document specifies a person to whom transfer is to be made under these circumstances, to that person; or
(ii) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes, or governmental agency.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-110 - Appointment of Agent to Receive Service of Process.

17-22-110. Appointment of agent to receive service of process.
(a) A nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process.
(b) A statement appointing an agent shall set forth:
(i) The name of the nonprofit association;
(ii) The address in this state, including the street address, if any, of the nonprofit association. If the nonprofit association does not have an address in this state, its address out of state; and
(iii) The name of the person in this state authorized to receive service of process and the person's address, including the state address, in this state.
(c) A statement appointing an agent shall be signed and acknowledged by a person authorized to manage the affairs of the nonprofit association. The statement shall also be signed and acknowledged by the person appointed agent, who thereby accepts the appointment. An appointed agent may resign by filing a resignation in the office of the secretary of state and giving notice to the nonprofit association.
(d) A filing officer may collect a fee of five dollars ($5.00) for filing a statement appointing an agent to receive service of process, an amendment, or a resignation.
(e) An amendment to a statement appointing an agent to receive service of process shall meet the requirements for execution of an original statement.
(f) If the secretary of state refuses to file a statement appointing an agent, the secretary of state shall return it to the nonprofit association or its representative within fifteen (15) days after the statement was delivered, together with a brief, written explanation of the reason for the refusal.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-111 - Claim Not Abated by Change of Members of Officers.

17-22-111. Claim not abated by change of members of officers.
A claim for relief against a nonprofit association does not abate solely by reason of a change in its members or persons authorized to manage the affairs of the nonprofit association.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-113 - Summons and Complaint; Service on Whom.

17-22-113. Summons and complaint; service on whom.
In an action or proceeding against a nonprofit association a summons and complaint shall be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 22 - Uniform Unincorporated Nonprofit Association Act › Section 17-22-114 - Transition Concerning Real and Personal Property.

17-22-114. Transition concerning real and personal property.
(a) If, before July 1, 1993, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on July 1, 1993 the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.
(b) If, before July 1, 1993, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after July 1, 1993 the fiduciary may transfer the estate or interest to the nonprofit association in its name or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-103 - Purpose.

17-23-103. Purpose.
Statutory trusts may be organized under this chapter for any lawful purpose, except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution as defined by W.S. 13-1-101(a)(ix) or its successor statute, whether or not conducted for profit, or for any of the purposes referred to in W.S. 17-23-102(a)(v)(A) including, without limitation, for the purpose of holding or otherwise taking title to property, whether in an active or custodial capacity.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-104 - Contributions by Beneficial Owners.

17-23-104. Contributions by beneficial owners.
(a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. A person may become a beneficial owner of a statutory trust and may receive a beneficial interest in a statutory trust without making a contribution or being obligated to make a contribution to the statutory trust.
(b) Except as provided in the governing instrument, a beneficial owner is obligated to the statutory trust to perform any promise to contribute cash, property or to perform services, even if the beneficial owner is unable to perform because of death, disability or any other reason. If a beneficial owner does not make the required contribution of property or services, the beneficial owner is obligated at the option of the statutory trust to contribute cash equal to that portion of the agreed value, as stated in the records of the statutory trust, of the contribution that has not been made. The cash contribution shall be in addition to any other rights, including the right to specific performance, that the statutory trust may have against the beneficial owner under the governing instrument or applicable law.
(c) A governing instrument may provide that the interest of any beneficial owner who fails to make any contribution that he is obligated to make shall be subject to specific penalties or consequences for the failure. The penalty or consequence may take the form of:
(i) Reducing or eliminating the defaulting beneficial owner's proportionate interest in the statutory trust;
(ii) Subordinating his beneficial interest to that of nondefaulting beneficial owners;
(iii) A forced sale of his beneficial interest;
(iv) Forfeiture of his beneficial interest;
(v) The lending by other beneficial owners of the amount necessary to meet his commitment;
(vi) Fixing of the value of his beneficial interest by appraisal or by formula and redemption or sale of his beneficial interest at that value; or
(vii) Any other penalty or consequence.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-105 - Liability of Beneficial Owners and Trustees.

17-23-105. Liability of beneficial owners and trustees.
(a) Except to the extent otherwise provided in the governing instrument, the beneficial owner shall be entitled to any limitations of personal liability extended to shareholders of private corporations for profit organized under the Wyoming Business Corporation Act or extended to members of limited liability companies organized under the Wyoming Limited Liability Company Act.
(b) Except to the extent otherwise provided in the governing instrument, a trustee, when acting in that capacity, shall not be personally liable to any persons other than the statutory trust or a beneficial owner for any act, omission or obligation of the statutory trust or any trustee. Notwithstanding the provisions of W.S. 17-23-113, trustees of a statutory trust shall not be held to a more rigorous standard of care than that imposed upon directors of a business corporation under the Wyoming Business Corporation Act.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-107 - Rights of Beneficial Owners in Trust Property.

17-23-107. Rights of beneficial owners in trust property.
(a) Except to the extent otherwise provided in the governing instrument, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits or losses of the statutory trust in the proportion of the entire undivided beneficial interest in the statutory trust he owns. The governing instrument of a statutory trust may provide that the statutory trust or the trustees, acting for and on behalf of the statutory trust, shall be deemed to hold beneficial ownership of any income earned on securities of the statutory trust issued by any business entities formed, organized or existing under the laws of any jurisdiction, including the laws of any foreign country.
(b) No creditor of the beneficial owner shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory trust.
(c) A beneficial owner's beneficial interest in the statutory trust is personal property notwithstanding the nature of the property of the trust. Except to the extent otherwise provided in the governing instrument, a beneficial owner has no interest in specific statutory trust property.
(d) Except to the extent otherwise provided in the governing instrument, the transferee of a beneficial owner's beneficial interest in the statutory trust shall only be entitled to receive the share of profits and the return of contributions to which the beneficial owner otherwise would be entitled. In the absence of the unanimous written consent of the owners of all other beneficial interests and of all trustees of the statutory trust, and except to the extent otherwise provided in the governing instrument, a transferee of a beneficial owner's beneficial interest shall have no right to participate in, be kept apprised of the affairs of the statutory trust or to become a beneficial owner of a beneficial interest in the statutory trust.
(e) Except to the extent otherwise provided in the governing instrument, at the time a beneficial owner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the statutory trust with respect to the distribution. A governing instrument may provide for the establishment of record dates with respect to allocations and distributions by a statutory trust.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 23 - Wyoming Statutory Trust Act › Article 1 - General Provisions › Section 17-23-109 - Registered Office and Registered Agent to Be Maintained.

17-23-109. Registered office and registered agent to be maintained.
(a) Each statutory trust shall have and 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.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all statutory trusts.