Title 17, Title 17 — Corporations, Partnerships And Associations

Procedure if shareholder dissatisfied with payment or offer. (a) A shareholder paid pursuant to W.S. 17-16-1324 who is dissatisfied with the amount of the payment may notify the corporation in writing of that shareholder's estimate of the fair value of his shares and demand payme…

Court action. (a) If a shareholder makes a demand for payment under W.S. 17-16-1326 which remains unsettled, the corporation shall commence a proceeding within sixty (60) days after receiving the payment demand and petition the court to determine the fair value of the shares and …

Court costs and counsel fees. (a) The court in an appraisal proceeding commenced under W.S. 17-16-1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against th…

Other remedies limited. (a) The legality of a proposed or completed corporate action described in W.S. 17-16-1302(a) may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders …

Dissolution by incorporators or initial directors. (a) A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissol…

Dissolution by board of directors and shareholders. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (i) The board of directors shall recommend dissolution to the shareholders, unless …

Articles of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth: (i) The name of the corporation; (ii) The date dissolution was authorized; (iii) If dis…

Revocation of dissolution. (a) A corporation may revoke its dissolution within one hundred twenty (120) days of the effective date of the dissolution. (b) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless that authorization …

Effect of dissolution. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (i) Collecting its assets; (ii) Disposing of its properties that will not b…

Known claims against dissolved corporation. (a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice shall: (i) Describe information that shal…

Other 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 new…

Court proceedings. (a) A dissolved corporation that has published a notice under W.S. 17-16-1407 may file an application with the district court of the county where the dissolved corporation's principal office, or, if none in this state, its registered office is located for a det…

Directors' duties. (a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation which has di…

Grounds for administrative dissolution. (a) The secretary of state may commence a proceeding under W.S. 17-16-1421 to administratively dissolve a corporation if any of the following has occurred: (i) The corporation does not deliver its annual reports or pay the annual license ta…

Procedure for and effect of administrative dissolution. (a) If the secretary of state determines that one (1) or more grounds exist under W.S. 17-16-1420 for dissolving a corporation, he shall serve the corporation with written notice of his determination under W.S. 17-28-104, ex…

Reinstatement following administrative dissolution. (a) An officer or other person with proper authority at the time a corporation was administratively dissolved under W.S. 17-16-1421 may apply to the secretary of state for reinstatement within two (2) years after the effective d…

Appeal from denial of reinstatement. (a) If the secretary of state denies a corporation's application for reinstatement following administrative dissolution, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for denial. …

Grounds for judicial dissolution. (a) The district court may dissolve a corporation: (i) In a proceeding by the attorney general if it is established that: (A) The corporation obtained its articles of incorporation through fraud; or (B) The corporation has continued to exceed or …

Procedure for judicial dissolution. (a) Venue for a proceeding by the attorney general to dissolve a corporation lies in Laramie county district court. Venue for a proceeding brought by any other party named in W.S. 17-16-1430 lies in the county where a corporation's principal of…

Receivership or custodianship. (a) A court in a judicial proceeding brought to dissolve a corporation may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage, the business and affairs of the corporation. The court shall hold a heari…

Decree of dissolution. (a) If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in W.S. 17-16-1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the…

Election to purchase in lieu of dissolution. (a) In a proceeding under W.S. 17-16-1430(a)(ii) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated se…

Deposit with state treasurer. Assets of a dissolved corporation that should be transferred to a creditor, claimant or shareholder of the corporation who cannot be found or who is not competent to receive them shall be reduced to cash and deposited with the state treasurer for saf…

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 meanin…

Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a for…

Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application shall set forth: (i) The name of the foreign corporat…

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 cou…

Effect on certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in this act. (b) A foreign corporation …

Corporate name of foreign corporation. (a) If the corporate name of a foreign corporation does not satisfy the requirements of W.S. 17-16-401, the foreign corporation to obtain or maintain a certificate of authority to transact business in this state may use a fictitious name to …

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 agen…

Merger of foreign corporation authorized to transact business in this state. (a) Whenever a foreign corporation authorized to transact business in this state shall be a party to a statutory merger permitted by the laws of the state or country of incorporation, it shall, within th…

Withdrawal of foreign corporation. (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state. (b) A foreign corporation authorized to transact business in this …

Grounds for revocation. (a) The secretary of state may commence a proceeding under W.S. 17-16-1531 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (i) The corporation does not deliver its annual reports or pay the …

Procedure for and effect of revocation. (a) If the secretary of state determines that one (1) or more grounds exist under W.S. 17-16-1530 for revocation of a certificate of authority, he shall serve the foreign corporation with written notice of his determination under W.S. 17-28…

D. Reinstatement

Applicability of chapter to foreign limited liability companies. To the extent not inconsistent with the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1105 and the provisions of this chapter, a limited liability company organized in another jurisdiction shal…

Applicability of chapter 23 to foreign statutory trust companies. To the extent not inconsistent with the Wyoming Statutory Trust Act, W.S. 17-23-101 through 17-23-302, a statutory trust as defined in W.S. 17-23-102(a)(v), which is organized in another jurisdiction may do busines…

Reinstatement following revocation of certificate of authority. (a) An officer or other person with proper authority at the time a foreign corporation had its certificate of authority revoked under W.S. 17-16-1531 may apply to the secretary of state for reinstatement of its certi…

Appeal from denial of reinstatement. (a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for d…

Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of …

Inspection of records by shareholders. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in W.S. 17-16-1601(e) if the shareholder gives the corpo…

Scope of inspection right. (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, in…

Court ordered inspection. (a) If a corporation does not allow a shareholder who complies with W.S. 17-16-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the corporation's principal office, …

Inspection of records by directors. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including dut…

Exception to notice requirement. (a) Whenever notice is required to be given under any provision of this act to any shareholder, the notice shall not be required to be given if: (i) Notice of two (2) consecutive annual meetings, and all notices of meetings during the period betwe…

Financial statements for shareholders. (a) A corporation shall furnish, upon request, to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balan…