Title 17 — Title 17 — Corporations, Partnerships And Associations

Application of subarticle. (a) The indemnification and advancement of expenses authorized by this subarticle shall not be exclusive of any other rights to which any director, officer, employee or agent may be entitled under any bylaw, agreement, vote of members or disinterested d…

Authority to amend. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is …

Amendment by directors. (a) Unless the articles provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles without member approval: (i) To extend the duration of the corporation if it was incorporated at a time when li…

Amendment by directors and members. (a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors, (acting pursuant to subsection (c) of this section) require a g…

Class voting by members on amendments. (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than the amendment a…

Articles of amendment. (a) A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment adopted; (iii) The date of each amendment's adoption; (iv) If approval of m…

Restated articles of incorporation. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or any other person. (b) The restatement may include one (1) or more amendments to the articles. If the restatement…

Amendment pursuant to judicial reorganization. (a) A corporation's articles may be amended without board approval or approval by the members or approval required pursuant to W.S. 17-19-1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdict…

Effect of amendment. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, any requirement or limitation imposed upon the corporation or any property held by i…

Amendment by directors. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one (1) or more amendments to the corporation's bylaws subject to any approval required pursuant to W.S. 17-19-1030. The …

Amendment by directors and members. (a) For corporations with directors and members, unless this act, the articles, bylaws, the members, (acting pursuant to subsection (b) of this section), or the board of directors (acting pursuant to subsection (c) of this section) require a gr…

Class voting by members on amendments. (a) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than the amendment aff…

Approval by third persons. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or person…

Amendment terminating members or redeeming or canceling memberships. (a) Any amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or any class of members or redeem or cancel all memberships or any class of membersh…

(b) The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth: (i) The name of the corporation; (ii) The text of each amendment approved by the court; (iii) The date of the court's order or decree approving t…

Approval of plan of merger. (a) Subject to the limitations set forth in W.S. 17-19-1102, one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103. (b) The plan of merger shall set f…

Limitations on mergers by public benefit or religious corporations. (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit o…

persons. Action on plan by board, members and third (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, a plan of merger to be adopted shall be approved: (i) …

Articles of merger. (a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth: (i) The…

(a) Effect of merger. When a merger takes effect: (i) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (ii) The title to all real estate and other property ow…

Merger with foreign corporation. (a) Except as provided in W.S. 17-19-1102, one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if: (i) The merger is permitted by the law of the state or country under whose law…

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 merger, inures to the surviving c…

Merger with a governmental subdivision. Except for W.S. 17-19-1102, this article does not apply if a public benefit, mutual benefit or religious corporation merges with a governmental subdivision. The corporation shall file with the secretary of state notice of the consummated me…

Approval of plan of consolidation. (a) Subject to the limitations set forth in W.S. 17-19-1111, one (1) or more nonprofit corporations may consolidate into a new business or nonprofit corporation, if the plan of consolidation is approved as provided in W.S.

Limitations on consolidations by public benefit or religious corporations. (a) Without the prior approval of the district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may consolidate only with: (i) A p…

persons. Action on plan by board, members and third (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, a plan of consolidation to be adopted shall be approve…

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) T…

(a) Effect of consolidation. 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 ot…

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 cou…

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 …

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 c…

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…

activities. Sale of assets other than in regular course of (a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and …

Prohibited distributions. Except as authorized by W.S. 17-19-1302, a corporation shall not make any distributions.

distributions. Purchase of memberships; authorized (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 corporati…

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 dissoluti…

persons. Dissolution by directors, members and third (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 t…

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 o…

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 …

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 revocatio…

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) Disch…

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 pers…

D. Miscellaneous

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…

dissolution. Procedure for and effect of administrative (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. I…

dissolution. Reinstatement following administrative (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 …

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.…

(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; (B) The corporation has continued to exceed or abu…

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 of…

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 cour…