Title 17, Corporations, Partnerships And Associations

Filing, service and copying fees. The secretary of state shall set and collect filing, service and copying fees to recover his costs to administer this act. Fees shall not exceed the costs of providing these services.

Effective time and date of document. (a) Except as provided in subsection (b) of this section and W.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 is effective: (i) As of the time received for filing, as evidenced by such means as the secretary of stat…

Correcting filed document. (a) A domestic or foreign corporation may correct a document filed with the secretary of state if the document: (i) Contains an inaccuracy; (ii) Was defectively executed, attested, sealed, verified, or acknowledged; or (iii) The electronic transmission …

Filing duty of secretary of state. (a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-16-120, the secretary of state shall file the document. (b) The secretary of state files a document by stamping or otherwise end…

Appeal from secretary of state's refusal to file document. (a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the dis…

Evidentiary effect of copy of filed document. A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.

Certificate of existence. (a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (i) The domestic corp…

Powers. The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act. D. Definitions

Definitions. (a) In this act: (i) "Articles of incorporation" means the original articles of incorporation, all amendments thereof and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision of this …

Notice. (a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless comm…

Number of shareholders. (a) For purposes of this act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder: (i) Three (3) or fewer coowners; (ii) A corporation, partnership, trust, estate, or other entity; (ii…

Qualified director. (a) A "qualified director" is a director who, at the time action is to be taken under: (i) W.S. 17-16-744, does not have: (A) A material interest in the outcome of the proceeding; or (B) A material relationship with a person who has such an interest. (ii) W.S.…

Incorporators. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

Articles of incorporation. (a) The articles of incorporation shall set forth: (i) A corporate name for the corporation that satisfies the requirements of W.S. 17-16-401; (ii) The number of shares the corporation is authorized to issue, which may be unlimited if so stated; (iii) T…

Incorporation. (a) Unless a delayed effective date is specified, the corporate existence becomes effective when the articles of incorporation are filed. (b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all c…

Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.

Organization of corporation. (a) After incorporation: (i) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by ap…

Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law…

Emergency bylaws. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by…

Purposes. (a) Every corporation incorporated under this act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute…

General powers. (a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, inclu…

Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may: (i) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) Relocate the…

Ultra vires. (a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged in a proceeding by: (i) A shareholder …

Corporate name. (a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17-16-301 and its articles of incorporation. (b) Except as authorized by subsections (c) and (d) of this section, a …

Reserved name. (a) A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth …

Registered office and registered agent. (a) Each corporation 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,…

Authorized shares. (a) The articles of incorporation shall set forth the classes of shares and series of shares within a class, and the number, which may be unlimited, of shares of each class and series that the corporation is authorized to issue. If more than one (1) class or se…

Terms of class or series determined by board of directors. (a) If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to: (i) Classify any unissued shares into one (1) or more classes or into one (1) or more series within …

Issued and outstanding shares. (a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled. (b) The reacquisition, …

Fractional shares. (a) A corporation may: (i) Issue fractions of a share or pay in money the value of fractions of a share; (ii) Arrange for disposition of fractional shares by the shareholders; or (iii) Issue scrip in registered or bearer form entitling the holder to receive a f…

Construction of terms relating to stock and certificate tokens. (a) As used in this title, any reference to: (i) Share certificate, share, stock, share of stock or words of similar import shall be construed to include a certificate token; (ii) A requirement to print information o…

Subscription for shares before incorporation. (a) A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation. (b) The board of direc…

Issuance of shares. (a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (b) The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible prope…

Liability of shareholders. (a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to W.S. 17-16-621 or specified i…

Share dividends. (a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a sha…

Share options. (a) A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration for which the …

Form and content of certificates. (a) Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. (b)…

Shares without certificates. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not …

Restriction on transfer of shares and other securities. (a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corpor…

Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. C. Subsequent Acquisition of Shares by Shareholders and Corporation

Shareholders' preemptive rights. (a) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation so provide. (b) A statement included in the articles of incorporation that "the co…

Corporation's acquisition of its own shares. (a) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (b) If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced…

Distributions to shareholders. (a) A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section. (b) If the board of directors does no…

Annual meeting. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by W.S. 17-16-704, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (b) Annual shareholders' meetin…

Special meeting. (a) A corporation shall hold a special meeting of shareholders: (i) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (ii) If the holders of at least ten percent (10%) of all the votes en…

Court-ordered meeting. (a) The district court of the county where a corporation's principal office or, if none in this state, its registered office is located may summarily order a meeting to be held: (i) On application of any shareholder of the corporation entitled to participat…