Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-29-707 Appeal from rejection of reinstatement
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Appeal from rejection of reinstatement. Appeals of decisions of the secretary of state under this article may be made as provided in W.S. 17-16-1423.
W.S. § 17-29-708 Distribution of assets in winding up limited liability company's activities
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Distribution of assets in winding up limited liability company's activities. (a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company…
W.S. § 17-29-901 Direct action by member
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Direct action by member. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and inter…
W.S. § 17-29-902 Derivative action
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Derivative action. (a) A member may maintain a derivative action to enforce a right of a limited liability company if: (i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability co…
W.S. § 17-29-903 Proper plaintiff
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Proper plaintiff. (a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole …
W.S. § 17-29-904 Pleading
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Pleading. (a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity: (i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or (ii) If a demand has not been made, the reasons a demand und…
W.S. § 17-29-905 Special litigation committee
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Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the…
W.S. § 17-29-906 (a) section: Proceeds and expenses
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(a) section: Proceeds and expenses. Except as otherwise provided in subsection (b) of this (i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plainti…
W.S. § 17-29-1001 (a) Definitions
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(a) Definitions. As used in this chapter: (i) "Constituent limited liability company" means a constituent organization that is a limited liability company; (ii) "Constituent organization" means an organization that is party to a merger; (iii) "Converted organization" means the or…
W.S. § 17-29-1002 Merger
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Merger. (a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) T…
W.S. § 17-29-1003 Action on plan of merger by constituent limited liability company
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Action on plan of merger by constituent limited liability company. (a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company. (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is ap…
W.S. § 17-29-1004 Filings required for merger; effective date
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Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and (ii) Each other constituent …
W.S. § 17-29-1005 Effect of merger
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Effect of merger. (a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constitue…
W.S. § 17-29-1006 Conversion
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Conversion. An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.
W.S. § 17-29-1007 Reserved
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Reserved.
W.S. § 17-29-1008 Reserved
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Reserved.
W.S. § 17-29-1009 Effect of conversion
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Effect of conversion. (a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes. (b) A converted organization that is a foreign orga…
W.S. § 17-29-1010 Continuance
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Continuance. (a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction…
W.S. § 17-29-1011 Transfer of a Wyoming limited liability company to another jurisdiction
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Transfer of a Wyoming limited liability company to another jurisdiction. (a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any othe…
W.S. § 17-29-1012 companies
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companies. Domestication of foreign limited liability Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution may b…
W.S. § 17-29-1013 Application for certificate of domestication; articles of domestication
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Application for certificate of domestication; articles of domestication. (a) A foreign limited liability company, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth: (i) A…
W.S. § 17-29-1014 Restrictions on approval of mergers, conversions, continuances, transfers and domestications
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Restrictions on approval of mergers, conversions, continuances, transfers and domestications. (a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, con…
W.S. § 17-29-1015 Article not exclusive
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Article not exclusive. This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.
W.S. § 17-29-1101 Uniformity of application and construction
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Uniformity of application and construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
W.S. § 17-29-1102 Secretary of state powers
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Secretary of state powers. The secretary of state has 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 chapter.
W.S. § 17-29-1103 Application to existing domestic limited liability companies
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Application to existing domestic limited liability companies. (a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing …
W.S. § 17-29-1104 Applications to qualified foreign limited liability companies
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Applications to qualified foreign limited liability companies. A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transa…
W.S. § 17-29-1105 Saving provisions
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Saving provisions. (a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect: (i) The operation of the statute or any action taken under it before its repeal; (ii) Any ratification, right, remedy, privilege, obligation or liabil…
W.S. § 17-30-101 Short title
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Short title. This chapter may be cited as the "Wyoming Statutory Foundation Act".
W.S. § 17-30-102 (a) Definitions
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(a) Definitions. As used in this act: (i) "Articles of formation" means the articles required by W.S. 17-30-303, including any amendments thereto and restatements thereof; (ii) "Beneficiary" means a person who is or may be designated as a beneficiary in the operating agreement or…
W.S. § 17-30-103 (a) Governing law
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(a) Governing law. This act governs: (i) The internal affairs of a statutory foundation; and (ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation. (b) The transfer of propert…
W.S. § 17-30-104 Supplemental principles of law
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Supplemental principles of law. The principles of law and equity shall supplement this act, unless in conflict with this act.
W.S. § 17-30-105 Electronic records and signatures
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Electronic records and signatures. The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to t…
W.S. § 17-30-106 Powers of secretary of state
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Powers of secretary of state. The secretary of state shall promulgate reasonable rules, forms and other requirements which are necessary to carry out the purposes of this act.
W.S. § 17-30-201 foundations
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foundations. Nature, purpose and duration of statutory (a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons. (b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual durat…
W.S. § 17-30-202 Enforcement of charitable purposes
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Enforcement of charitable purposes. (a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated cha…
W.S. § 17-30-203 Powers of a statutory foundation
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Powers of a statutory foundation. A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.
W.S. § 17-30-204 Property contribution
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Property contribution. (a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise. (b) After the contribution of initial property to the statutory foundation, and if…
W.S. § 17-30-301 Name of a statutory foundation
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Name of a statutory foundation. (a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not: (i) Contain words indicating or implying that the found…
W.S. § 17-30-302 Registered office and registered agent
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Registered office and registered agent. (a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111, in this state. (b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all st…
W.S. § 17-30-303 formation
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formation. Formation of statutory foundation; articles of (a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent …
W.S. § 17-30-304 Signing of records to be delivered for filing to secretary of state
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Signing of records to be delivered for filing to secretary of state. (a) A record delivered to the secretary of state for filing under this act shall be signed as follows: (i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation sha…
W.S. § 17-30-305 Delivery to and filing of records by secretary of state; effective time and date
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Delivery to and filing of records by secretary of state; effective time and date. (a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of …
W.S. § 17-30-306 Correcting filed record
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Correcting filed record. (a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature. (b) A statement of correction shall: (…
W.S. § 17-30-307 record
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record. Liability for inaccurate information in filed (a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from…
W.S. § 17-30-308 Certificate of existence
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Certificate of existence. (a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation. (b) A certificate of existence shall state: (i) The name of the statutor…
W.S. § 17-30-309 limitations
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limitations. Operating agreement; scope, function and (a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state. (b) An operating agreem…
W.S. § 17-30-401 Reservation to founder of power to amend, revoke, restate or terminate
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Reservation to founder of power to amend, revoke, restate or terminate. (a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable: (i) Pursuant to W.S. 17-30-201, the power to amen…
W.S. § 17-30-402 (a) Protection from founder's successors
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(a) Protection from founder's successors. The heirs, spouse or creditors of a founder shall not: (i) Amend or restate the articles of formation of a statutory foundation; (ii) Amend the purpose of a statutory foundation, if (iii) Terminate the statutory foundation. any;
W.S. § 17-30-501 Board of directors
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Board of directors. (a) A statutory foundation shall maintain a board of directors. (b) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise: (i) The board of directors of the foundation shall have the authority to exercise all power…