Title 17, Title 17 — Corporations, Partnerships And Associations

Filing, service and copying fees. (a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed B…

Effective date of document. (a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) At the time specified in the do…

Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (i) Contains an incorrect statement; or (ii) Was defectively executed, attested, sealed, verified or acknowledged. (b) A document is corrected:…

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. 17-19-120, the secretary of state shall file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Fi…

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 attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secret…

Certificate of existence. (a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence sets forth: (i) The domestic corporation's corporate name or the foreign corporation's corpor…

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

General definitions. (a) As used in this act: (i) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also cons…

Notice. (a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these for…

Private foundations. (a) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986: (i) Shall distribute such amounts for each taxable year at such time and …

Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a…

Attorney general. (a) The secretary of state shall be given notice of the commencement of any proceeding that this act authorizes the attorney general to bring but that has been commenced by another person. (b) Whenever any provision of this act requires that notice be given to t…

Constitutional protections. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the cons…

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.

Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins 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 conditions p…

Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation formed under this act, 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 may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with law or the articles of incorporat…

Emergency bylaws and powers. (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 o…

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

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 affairs including, without …

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 against the corporatio…

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. 17-19-301 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,…

Admission. (a) The articles or bylaws may establish criteria or procedures for admission of members. (b) No person shall be admitted as a member without his consent.

Consideration. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for any consideration as is determined by the board.

No requirement of members. A corporation is not required to have members. B. Types of Memberships ‑ Members' Rights and Obligations

Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles or bylaws establish classes of membership with different rights or obligations. All members s…

Transfers. (a) Except as set forth in or authorized by the articles or bylaws, no member of a mutual benefit corporation may transfer a membership or any right arising therefrom. (b) No member of a public benefit or religious corporation may transfer a membership or any right ari…

Member's liability to third parties. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities or obligations of the corporation.

Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees as a condition for remaining a member. An article, bylaw or corporate resolution authorizing dues, assessments or fees is not, by itself, sufficient to i…

Creditor's action against member. (a) No proceeding may be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in …

Resignation. (a) A member may resign at any time. (b) The resignation of a member does not relieve the member from any obligations the member may have to the corporation as a result of obligations incurred or commitments made prior to resignation.

Termination, expulsion and suspension. (a) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended except pursuant to a procedure that is fair and reasonable and…

Purchase of memberships. (a) A public benefit or religious corporation may not purchase any of its memberships or any right arising therefrom. (b) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and…

Derivative suits. (a) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by: (i) Any member or members having five percent (5%) or more of the voting power or by fifty (50) members, whichever is less; or (ii) Any direc…

Delegates. (a) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members. (b) The articles or bylaws may set forth provisions relating to: (i) The characteristics, qualifications, rights, limitations and obligations of delega…

Annual and regular meetings. (a) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws. (b) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with …

Special meeting. (a) A corporation with members shall hold a special meeting of members: (i) On call of its board or the person or persons authorized to do so by the articles or bylaws; or (ii) Except as provided in the articles or bylaws of a religious corporation if the holders…

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 member or other person entitled to participate in an …

Action by written consent. (a) Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is appro…

Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice ma…

Waiver of notice. (a) A member may waive any notice required by this act, the articles, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed manually or in facsimile by the member entitled to the notice, and be delivered to t…