Title 17 — Title 17 — Corporations, Partnerships And Associations

Effect of consolidation. (a) A consolidation becomes effective upon filing by the secretary of state, or on a later date, not more than thirty (30) days subsequent to filing the plan with the secretary of state, as shall be provided in the plan. (b) When a consolidation takes eff…

corporations. Consolidation of domestic and foreign (a) One (1) or more foreign corporations and one (1) or more domestic corporations may be consolidated in the following manner, if the consolidation is permitted by the laws of the state under which each foreign corporation is o…

company. Conversion of corporation to limited liability (a) A domestic corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title. (b) A foreign corporation may be converted to a domestic limited liability company pursuant to chapter…

(a) Effect of conversion. Upon conversion: (i) All property owned by the corporation remains in the limited liability company; (ii) All obligations of the converting corporation continue as obligations of the resulting limited liability company; and (iii) An action or proceeding …

Disposition of assets not requiring shareholder approval. (a) No approval of the shareholders of a corporation is required unless the articles of incorporation otherwise provide: (i) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the u…

Shareholder approval of certain dispositions. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in W.S. 17-16-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significa…

(a) Definitions. As used in this article: (i) "Beneficial shareholder" means the person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf; (ii) "Corporation" means the issuer of the shares held by a shareholder demanding…

Right to appraisal. (a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (i) Consummation of a plan of merger or consolidation to which the corporation is a party if: (A) …

owners. Assertion of rights by nominees and beneficial (a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder only if the record shareholder objects with respect to all…

Notice of appraisal rights. (a) If proposed corporate action described in W.S. 17-16-1302 is to be submitted to a vote at a shareholders' meeting, the meeting notice shall state that corporation has concluded that shareholders are, are not or may be entitled to assert appraisal r…

Notice of intent to demand payment and consequences of voting or consenting. (a) If proposed corporate action requiring appraisal under W.S. 17-16-1302 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class…

Appraisal notice and form. (a) If corporate action requiring appraisal under W.S. 17-16-1302(a) becomes effective, the corporation shall deliver a written appraisal notice to all shareholders who satisfied the requirements of W.S. 17-16-1321(a) or (b). In the case of a merger und…

Perfection of rights; right to withdraw. (a) A shareholder who receives notice pursuant to W.S. 17-16-1322 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated shares, deposit his certificates in accor…

Payment. (a) Except as provided in W.S. 17-16-1325, within one hundred twenty (120) days after the form required by W.S. 17-16-1322(b)(ii)(B) is due, the corporation shall pay in cash or other agreed upon consideration to those shareholders who complied with W.S. 17-16-1323 the a…

After-acquired shares. (a) A corporation may elect to withhold payment required by W.S. 17-16-1324 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired befor…

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 …

directors. Dissolution by incorporators or initial (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…

shareholders. Dissolution by board of directors and (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…

[Repealed or reserved.]

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…

dissolution. Procedure for and effect of administrative (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…

dissolution. Reinstatement following administrative (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. …

(a) Grounds for judicial dissolution. 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…

authority. Consequences of transacting business without (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…

[Repealed or reserved.]

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…

Reserved.

Reserved.

Reserved.

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 …