Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-23-103 Purpose
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Purpose. Statutory trusts may be organized under this chapter for any lawful purpose, except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution as defined by W.S. 13-1-101(a)(ix) or its successor statute, whether or not conducted for pr…
W.S. § 17-23-104 Contributions by beneficial owners
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Contributions by beneficial owners. (a) A contribution of a beneficial owner to the statutory trust may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. A person may become a beneficial owne…
W.S. § 17-23-105 Any other penalty or consequence
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Any other penalty or consequence. Liability of beneficial owners and trustees. (a) Except to the extent otherwise provided in the governing instrument, the beneficial owner shall be entitled to any limitations of personal liability extended to shareholders of private corporations…
W.S. § 17-23-106 Legal proceedings
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Legal proceedings. (a) A statutory trust may sue and be sued in its own name, and service of process upon any one (1) of the trustees or upon the registered agent shall be sufficient. A statutory trust may be sued for debts and other obligations or liabilities contracted or incur…
W.S. § 17-23-107 Rights of beneficial owners in trust property
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Rights of beneficial owners in trust property. (a) Except to the extent otherwise provided in the governing instrument, a beneficial owner shall have an undivided beneficial interest in the property of the statutory trust and shall share in the profits or losses of the statutory …
W.S. § 17-23-108 Management of statutory trust
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Management of statutory trust. (a) The business and affairs of a statutory trust shall be managed by or under the direction of its trustees. To the extent provided in the governing instrument, any person, including a beneficial owner, shall be entitled to direct the trustees in t…
W.S. § 17-23-109 maintained
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maintained. Registered office and registered agent to be (a) Each statutory trust shall have and 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 17-28-1…
W.S. § 17-23-110 Repealed by Laws 2008, Ch
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Repealed by Laws 2008, Ch. 90, § 3.
W.S. § 17-23-111 Failure to maintain registered agent or registered office or pay annual fee
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Failure to maintain registered agent or registered office or pay annual fee. If any statutory trust has failed to comply with the provisions of W.S. 17-28-101 through 17-28-111 or has failed to pay the fee required by W.S. 17-23-117, it is transacting business within this state w…
W.S. § 17-23-112 Existence of statutory trust
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Existence of statutory trust. (a) Except to the extent otherwise provided in the governing instrument, the statutory trust shall have perpetual existence. (b) Except to the extent otherwise provided in the governing instrument, the death, incapacity, dissolution, termination or b…
W.S. § 17-23-113 Applicability of trust law
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Applicability of trust law. Except to the extent otherwise provided in the governing instrument or in this chapter, the laws of this state pertaining to trusts are hereby made applicable to statutory trusts. A statutory trust complying with the provisions of this chapter shall no…
W.S. § 17-23-114 Certificate of trust; amendment; cancellation
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Certificate of trust; amendment; cancellation. (a) Every statutory trust shall file a certificate of trust in the office of the secretary of state. The certificate of trust shall set forth: (i) The name of the statutory trust, which shall not be the same as, or deceptively simila…
W.S. § 17-23-115 Execution of certificate
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Execution of certificate. (a) Each certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner: (i) A certificate of trust shall be signed by at least one (1) of the trustees; (ii) A certificate of amendment shall be sign…
W.S. § 17-23-116 organization
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organization. Filing of certificate; effective date; fee; (a) The original signed copy together with a duplicate copy, which may be either a signed or conformed copy, of the certificate of trust and any certificates of amendment or cancellation or any certificate of merger or con…
W.S. § 17-23-117 Administration; filing, service and copying fees; annual fee
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Administration; filing, service and copying fees; annual fee. (a) The secretary of state has the power reasonably necessary to perform the duties required by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes…
W.S. § 17-23-118 Effective time and date of document
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Effective time and date of document. (a) Except as provided in subsection (b) of this section, a document accepted for filing is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original docume…
W.S. § 17-23-119 Reserved name
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Reserved name. (a) A person may apply to reserve the exclusive use of a statutory trust name by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secre…
W.S. § 17-23-120 Derivative actions
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Derivative actions. (a) A beneficial owner may bring an action in the district court in the right of a statutory trust to recover a judgment in its favor if trustees with authority to do so have refused to bring the action or if an effort to cause those trustees to bring the acti…
W.S. § 17-23-121 Indemnification
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Indemnification. (a) Subject to standards and restrictions, if any, as are set forth in the governing instrument, a statutory trust shall have the power to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands …
W.S. § 17-23-201 Merger and consolidation
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Merger and consolidation. (a) Pursuant to an agreement of merger or consolidation, a statutory trust may merge or consolidate with or into one (1) or more statutory trusts or other business entities formed or organized or existing under the laws of this state or any other state o…
W.S. § 17-23-202 Continuance of foreign statutory trusts
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Continuance of foreign statutory trusts. (a) Subject to subsection (b) of this section, any statutory trust created for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution as defined by W.S. 13-1-101(a)(ix) or its succ…
W.S. § 17-23-301 chapter
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chapter. Reserved power of state to amend or repeal All provisions of this chapter may be altered from time to time or repealed and all rights of statutory trusts, trustees, beneficial owners and other persons are subject to this reservation.
W.S. § 17-23-302 Construction and application of chapter and governing instrument
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Construction and application of chapter and governing instrument. (a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (b) It is the policy of this chapter to give maximum effect to the principle of fre…
W.S. § 17-24-101 Business entity name; limited rights
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Business entity name; limited rights. (a) The authorization granted under this title by the secretary of state to file articles of incorporation, a certificate of limited partnership, articles of organization, articles of formation, a certificate of trust or other similar documen…
W.S. § 17-25-101 Short title
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Short title. This chapter shall be known and may be cited as the "Wyoming Close Limited Liability Company Supplement."
W.S. § 17-25-102 Company Act
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Company Act. Application of Wyoming Limited Liability (a) The Wyoming Limited Liability Company Act applies to close limited liability companies to the extent not inconsistent with the provisions of this chapter and the powers provided the secretary of state by W.S. 17-29-1102 sh…
W.S. § 17-25-103 Definition and election of close limited liability company status
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Definition and election of close limited liability company status. (a) A close limited liability company is a limited liability company whose articles of organization contain a statement that the company is a close limited liability company. (b) A limited liability company formed…
W.S. § 17-25-104 Formation
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Formation. Any person may form a close limited liability company which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the cl…
W.S. § 17-25-105 Articles of organization
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Articles of organization. The articles of organization of a close limited liability company shall include a statement that the company is a close limited liability company and shall set forth the matters required by W.S. 17-29-201.
W.S. § 17-25-106 Management
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Management. Management of a close limited liability company shall be vested in its members which, unless otherwise provided in the operating agreement, shall be in proportion to the division of profits and losses among members. If provision is made for it in the articles of organ…
W.S. § 17-25-107 Withdrawal of members and return of members' contributions to capital
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Withdrawal of members and return of members' contributions to capital. (a) A member may only withdraw from a close limited liability company upon the terms and conditions set forth in the operating agreement. If no terms and conditions for withdrawal of a member are set forth in …
W.S. § 17-25-108 Dissolution
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Dissolution. (a) A close limited liability company organized under this chapter shall be dissolved upon the occurrence of any of the following events: (i) When the period fixed for the duration of the company expires; (ii) members; or By the unanimous written agreement of all (ii…
W.S. § 17-25-109 Repealed By Laws 2010, Ch
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Repealed By Laws 2010, Ch. 94, § 3.
W.S. § 17-25-110 Sharing of profits and losses; distributions
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Sharing of profits and losses; distributions. (a) A close limited liability company may divide and allocate the profits and losses of its business among the members and transferees of the company upon the basis provided in the operating agreement. If the operating agreement does …
W.S. § 17-25-111 Transferability of interest
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Transferability of interest. All interests in a close limited liability company, including transferable interests, shall only be transferred as provided in the operating agreement. If the operating agreement does not so provide, no transfer of a close limited liability company in…
W.S. § 17-26-101 Conversion of entities
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Conversion of entities. (a) Any entity, domestic or foreign, may convert to any other entity, domestic or foreign, pursuant to this section. As used in this section, "entity" means any entity authorized to be formed under this title and organized under the laws of this state or t…
W.S. § 17-27-101 rules; penalty
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rules; penalty. Electronic filing of annual reports authorized; (a) Notwithstanding any other provision of law, any entity required to file an annual report and pay an annual license fee under title 17 of the Wyoming statutes, may be authorized by rules of the secretary of state …
W.S. § 17-28-101 W.S. § 17-28-101
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[Repealed or reserved.]
W.S. § 17-28-102 agent
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agent. Change of registered office or registered (a) A business entity may change its registered office or registered agent by signing and delivering to the secretary of state for filing a statement of change that sets forth all of the following: (i) The name of the business enti…
W.S. § 17-28-103 Resignation of registered agent
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Resignation of registered agent. (a) A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the signed original and one (1) exact or conformed copy of a statement of resignation for each entity from which the registered…
W.S. § 17-28-104 Service on business entity
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Service on business entity. (a) A business entity's registered agent, or the natural person having an agency relationship with the registered agent as provided in W.S. 17-28-101(a), shall accept service of process, notice, or demand required or permitted by law that is served on …
W.S. § 17-28-105 required
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required. Commercial registered agent registration (a) Except as provided in subsection (b) of this section, no person shall transact business in this state as a registered agent unless the person is registered with the secretary of state in accordance with the provisions of this…
W.S. § 17-28-106 Registration requirements
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Registration requirements. (a) A commercial registered agent shall obtain a registration by filing an application with the secretary of state. The application shall be executed and sworn under penalty of perjury and contain information the secretary of state requires by rule incl…
W.S. § 17-28-107 entity
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entity. (a) Duties of the registered agent; duties of the The registered agent shall: (i) Maintain a physical address in accordance with W.S. 17-28-102(a)(ii) and as defined by the secretary of state by rule and maintain an email address as required by W.S. 17-28101(e); (ii) Acce…
W.S. § 17-28-108 Production of records
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Production of records. (a) All records maintained pursuant to W.S. 17-28-107 are subject to periodic, special or other examination by the secretary of state or his representatives as deemed necessary or appropriate in investigations. (b) The secretary of state may compel producti…
W.S. § 17-28-109 Actions against registered agents
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Actions against registered agents. (a) The secretary of state may impose a civil penalty not to exceed five hundred dollars ($500.00) for each violation, with respect to each entity represented, of this chapter for which no other specific penalty is provided, and may deny or revo…
W.S. § 17-28-110 Reinstatement after administrative dissolution or revocation of authority
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Reinstatement after administrative dissolution or revocation of authority. (a) Except as otherwise provided by law for specific business entities, a business entity administratively dissolved or whose certificate of authority is revoked for violation of any provision of this chap…
W.S. § 17-28-111 Rules and regulations; applicability
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Rules and regulations; applicability. (a) The secretary of state shall have the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this c…
W.S. § 17-29-101 Short title
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Short title. This chapter may be cited as the "Wyoming Limited Liability Company Act".
W.S. § 17-29-102 Definitions
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Definitions. (a) As used in this chapter: (i) "Articles of organization" means the articles required by W.S. 17-29-201(b). The term includes the articles as amended or restated; (ii) "Contribution" means any benefit provided by a person to a limited liability company: (A) In orde…