Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-21-601 (a) Events causing partner's dissociation
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(a) Events causing partner's dissociation. A partner is dissociated from a partnership upon: (i) Receipt by the partnership of notice of the partner's express will to withdraw as a partner or upon any later date specified in the notice; (ii) An event agreed to in the partnership …
W.S. § 17-21-602 (a) Partner's wrongful dissociation
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(a) Partner's wrongful dissociation. A partner's dissociation is wrongful only if: (i) It is in breach of an express provision of the partnership agreement; or (ii) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or th…
W.S. § 17-21-603 Effect of partner's dissociation
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Effect of partner's dissociation. (a) A dissociated partner's interest in the partnership shall be purchased pursuant to article 7 of this chapter unless the partner's dissociation results in a dissolution and winding up of the partnership business under article 8 of this chapter…
W.S. § 17-21-701 Purchase of dissociated partner's interest
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Purchase of dissociated partner's interest. (a) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under W.S. 17-21-801, the partnership shall cause the dissociated partner's interest in the partnership to …
W.S. § 17-21-702 Dissociated partner's power to bind and liability to partnership
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Dissociated partner's power to bind and liability to partnership. (a) For two (2) years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under article 9 of this chapter, i…
W.S. § 17-21-703 persons
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persons. Dissociated partner's liability to other (a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociat…
W.S. § 17-21-704 Statement of dissociation
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Statement of dissociation. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. A statement of dissociation is a limitation on the authority of a dissociated…
W.S. § 17-21-705 Continued use of partnership name
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Continued use of partnership name. Continued use of a partnership name, or a dissociated partner's name as part thereof, by the partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing …
W.S. § 17-21-801 Events causing dissolution and winding up of partnership business
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Events causing dissolution and winding up of partnership business. (a) A partnership is dissolved and its business shall be wound up only upon: (i) Except as provided in W.S. 17-21-802, receipt by a partnership at will of notice from a partner, other than a partner who is dissoci…
W.S. § 17-21-802 Dissolution deferred ninety days
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Dissolution deferred ninety days. (a) Except as provided in subsection (b) of this section, a partnership of more than two (2) persons is not dissolved until ninety (90) days after receipt by the partnership of notice from a partner under W.S. 17-21-801(a)(i) or (ii)(A) and its b…
W.S. § 17-21-803 Partnership continues after dissolution
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Partnership continues after dissolution. A partnership continues after dissolution until the winding up of its business is completed, at which time the partnership is terminated.
W.S. § 17-21-804 Right to wind up partnership business
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Right to wind up partnership business. (a) After dissolution, a partner who has not wrongfully dissociated has a right to participate in winding up the partnership's business, but on application of any partner, partner's legal representative or transferee, the court, for good cau…
W.S. § 17-21-805 dissolution
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dissolution. Partner's power to bind partnership after (a) Subject to W.S. 17-21-806, a partnership is bound by a partner's act after dissolution that: (i) business; or Is appropriate for winding up the partnership (ii) Would have bound the partnership under W.S. 17-21-301 before…
W.S. § 17-21-806 Statement of dissolution
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Statement of dissolution. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A statement of dissolution cancels a fi…
W.S. § 17-21-807 dissolution
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dissolution. Partner's liability to other partners after (a) Except as provided in subsection (b) of this section and W.S. 17-21-802(c)(ii), after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under W.S. 17-21-…
W.S. § 17-21-808 Settlement of accounts among partners
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Settlement of accounts among partners. (a) In winding up the partnership business, the assets of the partnership shall be applied to discharge its obligations to creditors, including partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributa…
W.S. § 17-21-901 partnership
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partnership. Conversion of partnership to limited (a) A partnership may be converted to a limited partnership pursuant to this section. (b) The terms and conditions of a conversion of a partnership to a limited partnership shall be approved by all the partners or by a number or p…
W.S. § 17-21-902 partnership
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partnership. Conversion of limited partnership to (a) A limited partnership may be converted to a partnership pursuant to this section. (b) Notwithstanding a provision to the contrary in a limited partnership agreement, the terms and conditions of a conversion of a limited partne…
W.S. § 17-21-903 Effect of conversion; entity unchanged
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Effect of conversion; entity unchanged. (a) A partnership or limited partnership that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (i) All property owned by the converting p…
W.S. § 17-21-904 Merger of partnerships
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Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one (1) or more partnerships or limited partnerships. (b) The plan of merger shall set forth: (i) The name of each partnership or limi…
W.S. § 17-21-905 Effect of merger
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Effect of merger. (a) When a merger takes effect: (i) Every partnership or limited partnership that is a party to the merger other than the surviving entity ceases to exist; (ii) All property owned by each of the merged partnerships or limited partnerships vests in the surviving …
W.S. § 17-21-906 Statement of merger
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Statement of merger. (a) After a merger, the surviving partnership or limited partnership may file a statement that one (1) or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger shall contain: (i) The name of each partnershi…
W.S. § 17-21-907 Nonexclusive
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Nonexclusive. This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.
W.S. § 17-21-1001 Uniformity of application and construction
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Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
W.S. § 17-21-1002 Short title
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Short title. This chapter may be cited as the "Uniform Partnership Act."
W.S. § 17-21-1003 Application to existing relationships
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Application to existing relationships. (a) Except as otherwise provided in this section, this chapter applies to all partnerships in existence on January 1, 1994 that were formed under the Wyoming Partnership Act or any predecessor law providing for the formation, operation and l…
W.S. § 17-21-1101 Registered limited liability partnerships
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Registered limited liability partnerships. (a) To become a registered limited liability partnership, a partnership shall file with the office of the secretary of state a statement of registration as a registered limited liability partnership. The statement of registration shall s…
W.S. § 17-21-1102 Effect of registration; entity unchanged
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Effect of registration; entity unchanged. (a) A partnership that has registered pursuant to this article is for all purposes of the laws of this state the same entity that existed before the registration. (b) When registration takes effect: (i) All property owned by the registeri…
W.S. § 17-21-1103 Name of registered limited liability partnership; limited rights
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Name of registered limited liability partnership; limited rights. (a) The name of a registered limited liability partnership shall not be the same as or deceptively similar to any trademark or service mark registered in this state, shall be distinguishable upon the records of the…
W.S. § 17-21-1104 commerce
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commerce. Applicability of act to foreign and interstate (a) A partnership, including a registered limited liability partnership, formed pursuant to an agreement governed by this chapter, may conduct its business, carry on its operations and have and exercise the powers granted b…
W.S. § 17-21-1105 Registered limited liability partnership by licensed persons
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Registered limited liability partnership by licensed persons. Nothing in this act shall be interpreted as precluding an individual whose occupation requires licensure under Wyoming law or the law of another jurisdiction from forming a registered limited liability partnership if t…
W.S. § 17-21-1106 Statement of continuance
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Statement of continuance. (a) Any foreign registered limited liability partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may register with the secretary of state to co…
W.S. § 17-21-1107 Reinstatement following lapse of registration
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Reinstatement following lapse of registration. (a) A domestic registered limited liability partnership whose registration has lapsed for failure to pay fees as provided in W.S. 17-21-1101(f)(ii) may apply to the secretary of state for reinstatement within two (2) years after the …
W.S. § 17-22-101 Short title
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Short title. This act shall be known and may be cited as the "Wyoming Unincorporated Nonprofit Association Act."
W.S. § 17-22-102 (a) Definitions
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(a) Definitions. As used in this act: (i) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprof…
W.S. § 17-22-103 Territorial application
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Territorial application. Real and personal property in Wyoming may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to the state.
W.S. § 17-22-104 Real and personal property; nonprofit association as legatee, devisee or beneficiary
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Real and personal property; nonprofit association as legatee, devisee or beneficiary. (a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real and personal property. (b) A nonprofit association may be a legatee, devisee or bene…
W.S. § 17-22-105 Statement of authority as to real property
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Statement of authority as to real property. (a) A nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association. (b) An estate or interest in real property in the name of a nonpr…
W.S. § 17-22-106 Liability in tort and contract
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Liability in tort and contract. (a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort. (b) A person is not liable for a breach of a nonprofit association's contract…
W.S. § 17-22-107 Capacity to assert and defend; standing
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Capacity to assert and defend; standing. (a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution. (…
W.S. § 17-22-108 Effect of judgment or order
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Effect of judgment or order. A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
W.S. § 17-22-109 Disposition of personal property of inactive nonprofit association
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Disposition of personal property of inactive nonprofit association. (a) If a nonprofit association has been inactive for three (3) years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property: (i) If a nonprofit as…
W.S. § 17-22-110 process
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process. Appointment of agent to receive service of (a) A nonprofit association may file in the office of the secretary of state a statement appointing an agent authorized to receive service of process. (b) A statement appointing an agent shall set forth: (i) The name of the nonp…
W.S. § 17-22-111 officers
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officers. Claim not abated by change of members of A claim for relief against a nonprofit association does not abate solely by reason of a change in its members or persons authorized to manage the affairs of the nonprofit association.
W.S. § 17-22-112 Venue
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Venue. For purposes of venue, a nonprofit association is a resident of a county in which it has an office.
W.S. § 17-22-113 Summons and complaint; service on whom
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Summons and complaint; service on whom. In an action or proceeding against a nonprofit association a summons and complaint shall be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to partici…
W.S. § 17-22-114 property
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property. Transition concerning real and personal (a) If, before July 1, 1993, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on July 1, 1993 the estate or interest vests in the nonprofit association unless the parties h…
W.S. § 17-22-115 Savings clause
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Savings clause. This act does not affect an action or proceeding begun or right accrued before July 1, 1993.
W.S. § 17-23-101 Short title
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Short title. This chapter shall be known as the "Wyoming Statutory Trust Act."
W.S. § 17-23-102 (a) Definitions
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(a) Definitions. As used in this chapter: (i) "Beneficial owner" means any owner of a beneficial interest in a statutory trust. The fact of ownership shall be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in conformity to t…