Title 17, Title 17 — Corporations, Partnerships And Associations

Court-supervised dissolution order. (a) In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been…

Filing court's dissolution order. After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolutio…

Barring of claims. (a) A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the pendency of the dissolutio…

Right to sue or defend after dissolution. After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.

Short title. This act shall be known and may be cited as the "Wyoming Industrial Corporation Act".

Definitions. (a) As used in this act, unless a different meaning is required by the context, the following words and phrases have the following meanings: (i) "Corporation" means a Wyoming industrial development corporation created under this act; (ii) "Financial institution" mean…

Incorporation; profit or nonprofit corporation; articles of incorporation generally. (a) Fifteen (15) or more persons, a majority of whom shall be residents of this state, may form an industrial development corporation under the provisions of this act, by filing in the office of …

Powers of corporation generally. (a) In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (i) To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabil…

Authority to acquire and dispose of bonds, securities and capital stock of corporation. (a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or …

Membership generally; loans to corporation. (a) Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon a…

Duration of membership; withdrawal. Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of di…

Powers of shareholders and members. (a) The shareholders and the members of the corporation shall have the following powers of the corporation: (i) To determine the number of and elect directors as provided in W.S. 17-11-110; (ii) To make, amend and repeal bylaws; (iii) To amend …

Amendments to articles of incorporation. (a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws. (b) An amendment to the articles of incorporation shall be filed with the secretary o…

Board of directors. (a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyomi…

Determination of net earnings and surplus. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

Depository of funds. The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any dir…

Examination by director; reports. The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the…

First meeting. (a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) da…

Perpetual existence. The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116.

Dissolution. The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, …

Corporations designated "state development companies" for purposes of federal law. Any corporation organized under the provisions of this act shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any si…

Exemption from securities registration. Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701.

Tax exemptions, credits or privileges. Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act.

Filing fees. Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630, and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630.

Certificate of ditch company. Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a ditch or ditches for the purpose of conveying water to any mines, mills or lands to be used for mining, milling…

Right-of-way of ditch company; interference with prior ditch and water rights. Any ditch company formed under the provisions of this article shall have the right-of-way over the lines named in the certificate, and shall also have the right to run the water of the stream or stream…

Proper condition of ditches. Every ditch company organized under the provisions of this article shall be required to keep the banks of their ditch or ditches in good condition, so that the water shall not be allowed to escape from the same, to the injury of any mining claim, road…

Applicability of W.S. 17-12-101 through 17-12-104 to existing companies. This act shall apply to all ditch companies already formed and incorporated under the laws of Wyoming.

Authority of ditch and water companies to issue bonds and mortgage property. Every corporation organized under the laws of Wyoming for the purpose of constructing or operating a system of waterworks, within the corporate limits of any city or town, and every ditch and water compa…

Certificate of flume company. When any company shall organize under the provisions of this article to form a company for the purpose of constructing a flume, their certificate, in addition to the matters required in the first section of this article, shall specify as follows: the…

Certificate of telegraph company. Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a line or lines of magnetic telegraph in this state, their certificate shall specify as follows: the termini …

Short title. This act may be cited as the "Uniform Limited Partnership Act".

Definitions. (a) As used in this act, unless the context otherwise requires: (i) "Certificate of limited partnership" means the certificate referred to in W.S. 17-14-301, and the certificate as amended or restated; (ii) "Contribution" means any cash, property, services rendered, …

Name. (a) The name of each limited partnership as set forth in its certificate of limited partnership: (i) Shall contain without abbreviation the words "limited partnership"; (ii) Shall not contain the name of a limited partner unless: (A) It is also the name of a general partner…

Reservation of name. (a) The exclusive right to the use of a name may be reserved by: (i) Any person intending to organize a limited partnership under this act and to adopt that name; (ii) Any domestic limited partnership or any foreign limited partnership registered in this stat…

Specified office and agent. (a) Each limited partnership shall continuously maintain in this state: (i) An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and (ii) A registere…

Records to be kept. (a) Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following: (i) A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the lim…

Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).

Business transactions of partner with partnership. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto …

Fees. (a) The secretary of state shall charge and collect the following fees: (i) For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00); (ii) For filing a certificate of amendment or cancellat…

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 forms, rules and regulations necessary to carry out the purposes of this chapter.

Certificate of limited partnership. (a) In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) Repealed by Laws…

Amendment of certificate. (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth: (i) The name of the limited partnership; (ii) The date of filing the certificate; a…

Cancellation of certificate. (a) A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of th…

Execution of certificates. (a) Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner: (i) An original certificate of limited partnership shall be signed by all general partners; (ii) A certificate o…

Execution by judicial act. If a person required by W.S. 17-14-304 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the district court to direct the execution of the certificate. If the court f…