Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-30-502 Liability of directors
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Liability of directors. A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.
W.S. § 17-30-503 Protector
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Protector. (a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose. (b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protect…
W.S. § 17-30-504 Protector as a fiduciary
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Protector as a fiduciary. A protector shall serve as a fiduciary to the extent of authority and duties granted under the terms of the operating agreement.
W.S. § 17-30-505 Liability of protector
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Liability of protector. (a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise. (i) Repealed by Laws 2021, ch. 98, § 2. (ii) Repealed by Laws 2021, c…
W.S. § 17-30-506 Conflict of interest transactions
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Conflict of interest transactions. (a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is ot…
W.S. § 17-30-601 Beneficiaries
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Beneficiaries. (a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries. (b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundati…
W.S. § 17-30-602 Interests; units and shares
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Interests; units and shares. (a) Repealed by Laws 2021, ch. 98, § 2. (b) Repealed by Laws 2021, ch. 98, § 2. (c) No creditor of a beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statu…
W.S. § 17-30-603 Limitation of transferability of rights
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Limitation of transferability of rights. Subject to the operating agreement of the statutory foundation, a beneficial interest in a foundation is transferable.
W.S. § 17-30-701 Right to information
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Right to information. (a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Informatio…
W.S. § 17-30-702 Recordkeeping and identification of statutory foundation property
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Recordkeeping and identification of statutory foundation property. (a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation. (b) The board of directors of a statutory foundation may invest propert…
W.S. § 17-30-703 Annual report for secretary of state
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Annual report for secretary of state. (a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the fir…
W.S. § 17-30-704 Fees; annual fee
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Fees; annual fee. (a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations: (i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred…
W.S. § 17-30-801 Creditor claim against founder
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Creditor claim against founder. The property of a statutory foundation contributed by a founder or a contributor, and all income, appreciation and proceeds thereof, shall not be subject to the claims of a founder's or a contributor's creditor, including any claims for forced heir…
W.S. § 17-30-901 Termination
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Termination. (a) A statutory foundation may be terminated, and its activities wound up, upon the occurrence of any of the following: (i) An event or circumstance provided in the operating agreement or articles of formation of the foundation that results in or authorizes terminati…
W.S. § 17-30-902 Cancellation of articles of formation
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Cancellation of articles of formation. (a) The articles of formation of the statutory foundation shall be cancelled upon the completion of termination and winding up of the foundation. A certificate of cancellation shall be filed with the secretary of state and shall set forth: (…
W.S. § 17-30-903 Claims against terminated statutory foundation
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Claims against terminated statutory foundation. (a) A terminated statutory foundation may publish notice of termination and, in the notice, request persons with claims against the foundation to present them in accordance with the notice. (b) The notice authorized by subsection (a…
W.S. § 17-30-904 Administrative forfeiture of authority and articles of formation
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Administrative forfeiture of authority and articles of formation. (a) If the registered agent of the statutory foundation has filed its resignation with the secretary of state and the foundation has not replaced its registered agent, or the statutory foundation is without a regis…
W.S. § 17-30-905 Appeal from rejection of reinstatement
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Appeal from rejection of reinstatement. Appeals from decisions of the secretary of state made under this act shall occur as provided in W.S. 17-16-1423.
W.S. § 17-30-906 Distribution upon termination
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Distribution upon termination. Upon the occurrence of an event terminating a statutory foundation, including forfeiture under this section, the board of directors shall proceed expeditiously to distribute the property of the foundation as provided in the articles of formation or …
W.S. § 17-30-1001 Role of court in administration
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Role of court in administration. (a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law. (b) A statutory foundation is not subject to continuing judicial su…
W.S. § 17-30-1002 Power of court to give directions
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Power of court to give directions. (a) Upon application to the court by a founder, protector or statutory foundation, the court may issue a declaratory judgment regarding the following: (i) The meaning and effect of a provision in the articles of formation or operating agreement …
W.S. § 17-30-1003 Sealing and availability of documents
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Sealing and availability of documents. Except for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory founda…
W.S. § 17-30-1101 Continuance
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Continuance. (a) Consistent with subsection (d) of this section, a foreign foundation organized under the laws of a foreign jurisdiction may apply to the secretary of state for registration under this act, upon acknowledgement by the foreign jurisdiction that the domicile of the …
W.S. § 17-30-1102 jurisdiction
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jurisdiction. Transfer of a statutory foundation to another (a) A statutory foundation formed or continued under this act may, if authorized under subsection (f) of this section and by the laws of the foreign jurisdiction, apply to the proper officer of the foreign jurisdiction f…
W.S. § 17-31-101 Short title
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Short title. This chapter shall be known and may be cited as the "Wyoming Decentralized Autonomous Organization Supplement."
W.S. § 17-31-102 (a) Definitions
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(a) Definitions. As used in this chapter: (i) 106(g)(i); "Blockchain" means as defined in W.S. 34-29- (ii) "Decentralized autonomous organization" means a limited liability company organized under this chapter; (iii) 101(a)(i); "Digital asset" means as defined in W.S. 34-29- (iv)…
W.S. § 17-31-103 Company Act
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Company Act. Application of Wyoming Limited Liability (a) The Wyoming Limited Liability Company Act applies to decentralized autonomous organizations to the extent not inconsistent with the provisions of this chapter, and the powers provided to the secretary of state by W.S. 17-2…
W.S. § 17-31-104 Definition and election of decentralized autonomous organization status
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Definition and election of decentralized autonomous organization status. (a) A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization as described in subse…
W.S. § 17-31-105 Formation
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Formation. (a) Any person may form a decentralized autonomous organization 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 form…
W.S. § 17-31-106 Articles of organization
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Articles of organization. (a) The articles of organization of a decentralized autonomous organization shall include a statement that the organization is a decentralized autonomous organization, pursuant to W.S. 17-31-104, and shall set forth the matters required by W.S. 17-29-201…
W.S. § 17-31-107 organization
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organization. (a) Amendment or restatement of articles of Articles of organization shall be amended when: (i) There is a change in the name of the decentralized autonomous organization; (ii) There is a false or erroneous statement in the articles of organization; (iii) The decent…
W.S. § 17-31-108 The publicly available identifier has changed
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The publicly available identifier has changed. Operating agreement. To the extent the articles of organization or smart contract do not otherwise provide for a matter described in W.S. 17-31-106, the obligations, rights and duties of the members and operation of a decentralized a…
W.S. § 17-31-109 Management
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Management. Management of a decentralized autonomous organization shall be vested in its members or the members and any applicable smart contracts. All smart contracts utilized by a decentralized autonomous organization shall be capable of being updated, modified or otherwise upg…
W.S. § 17-31-110 Standards of conduct for members
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Standards of conduct for members. Unless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to…
W.S. § 17-31-111 Membership interests for decentralized autonomous organizations; voting
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Membership interests for decentralized autonomous organizations; voting. (a) For purposes of W.S. 17-31-113 and 17-31-114 and unless otherwise provided for in the articles of organization, smart contract or operating agreement: (i) Membership interests in a decentralized autonomo…
W.S. § 17-31-112 information
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information. Repealed by Laws 2022, ch. 36, § 2. Right of members and dissociated members to To the extent the information is available on an open blockchain, members and dissociated members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decen…
W.S. § 17-31-113 (b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization s
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(b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization shall execute a statement of intent to dissolve in the form prescribed by the sec…
W.S. § 17-31-114 Dissolution
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Dissolution. (a) A decentralized autonomous organization organized under this chapter shall be dissolved upon the occurrence of any of the following events: (i) The period fixed for the duration of the organization expires; (ii) By vote of the majority of the members of a decentr…
W.S. § 17-31-115 Miscellaneous
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Miscellaneous. The articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of authority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall p…
W.S. § 17-31-116 Foreign decentralized autonomous organization
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Foreign decentralized autonomous organization. The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.
W.S. § 17-32-101 Short title
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Short title. This act shall be known and may be cited as the "Wyoming Decentralized Unincorporated Nonprofit Association Act."
W.S. § 17-32-102 (d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administ
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(d) A decentralized unincorporated nonprofit association may purchase and maintain insurance on behalf of a member or administrator for liability asserted against or incurred by the member or administrator in that capacity, whether or not the decentralized unincorporated nonprofi…
W.S. § 17-32-103 Governing law; territorial application
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Governing law; territorial application. (a) The law of this state governs any decentralized unincorporated nonprofit association that is formed in this state. (b) A decentralized unincorporated nonprofit association's governing principles shall identify the jurisdiction in which …
W.S. § 17-32-104 Profits; prohibitions on distributions and dividends; compensation and other permitted payments
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Profits; prohibitions on distributions and dividends; compensation and other permitted payments. (a) A decentralized unincorporated nonprofit association may engage in profit-making activities, but profits from any activities shall be used in furtherance of, or set aside for, the…
W.S. § 17-32-105 Real and personal property; decentralized unincorporated nonprofit association as beneficiary, legatee or devisee
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Real and personal property; decentralized unincorporated nonprofit association as beneficiary, legatee or devisee. (a) A decentralized unincorporated nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property. (b) …
W.S. § 17-32-106 Statement of authority as to real property
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Statement of authority as to real property. (a) A decentralized unincorporated nonprofit association shall execute and record a statement of authority to transfer an estate or interest in real property in the name of the decentralized unincorporated nonprofit association. (b) An …
W.S. § 17-32-107 Liability in tort or contract
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Liability in tort or contract. (a) A decentralized unincorporated 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 dece…
W.S. § 17-32-108 Capacity to assert and defend; standing
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Capacity to assert and defend; standing. (a) A decentralized unincorporated 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 alte…
W.S. § 17-32-109 Effect of judgement or order
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Effect of judgement or order. A judgment or order against a decentralized unincorporated nonprofit association is not by itself a judgment or order against a member or administrator of the decentralized unincorporated nonprofit association.
W.S. § 17-32-110 process
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process. Appointment of agent to receive service of (a) A decentralized unincorporated 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 fo…