Title 17, Title 17 — Corporations, Partnerships And Associations

Other reports to shareholders. (a) If a corporation indemnifies or advances expenses to a director under W.S. 17-16-851 through 17-16-854 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing …

Filing of reports and payment of tax required; amount of tax; exemptions; records. (a) Every corporation organized under the laws of this state and every foreign corporation which obtains the right to transact and carry on business within this state (except banks, insurance compa…

Application to existing domestic corporations. (a) Except as provided in subsection (b) of this section, this act applies to domestic corporations in existence on its effective date that were incorporated under any general statute of this state providing for incorporation of corp…

Applications to qualified foreign corporations. A foreign corporation authorized to transact business in this state on the effective date of this act is subject to this act but is not required to obtain a new certificate of authority to transact business under this act.

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…

Transfer of a Wyoming corporation to another jurisdiction. (a) A corporation incorporated, domesticated or continued under this act may, if authorized by resolution duly adopted as set forth in subsection (g) of this section, and by the laws of any other jurisdiction, within or w…

Domestication of foreign corporations. Any corporation incorporated 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 as described by W.S. 13-1-101…

Application for certificate of domestication; articles of domestication. (a) A foreign corporation, 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 certified cop…

Continuance of foreign corporations. (a) Subject to subsection (b) of this section, any corporation incorporated 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 described by W.S. 13-1-101(a)(ix) under the la…

Short title. This chapter shall be known and may be cited as the "Wyoming Statutory Close Corporation Supplement."

Application of Wyoming Business Corporation Act and the provisions of W.S. 17-3-101 through 17-3-104. (a) The Wyoming Business Corporation Act applies to statutory close corporations to the extent not inconsistent with the provisions of this chapter. (b) This chapter applies to a…

Definition and election of statutory close corporation status. (a) A statutory close corporation is a corporation whose articles of incorporation contain a statement that the corporation is a statutory close corporation. (b) A corporation having thirty-five (35) or fewer sharehol…

Notice of statutory close corporations status on issued shares. (a) The following statement must appear conspicuously on each share certificate issued by a statutory close corporation: The rights of shareholders in a statutory close corporation may differ materially from the righ…

Share transfer prohibition. (a) An interest in shares of a statutory close corporation may not be voluntarily or involuntarily transferred, by operation of law or otherwise, except to the extent permitted by the articles of incorporation or under W.S. 17-17-112 or pursuant to a b…

Share transfer after first refusal by corporation. (a) A person desiring to transfer shares of a statutory close corporation subject to the transfer prohibition of W.S. 17-17-111 must first offer them to the corporation by obtaining an offer to purchase the shares for cash from a…

Attempted share transfer in breach of prohibition. (a) An attempt to transfer shares in a statutory close corporation in violation of a prohibition against transfer binding on the transferee is ineffective. (b) An attempt to transfer shares in a statutory close corporation in vio…

Compulsory purchase of shares after death of shareholder. (a) This section, and W.S. 17-17-115 through 17-17-117, apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the personal representative of the estate or the…

Exercise of compulsory purchase right. (a) A person entitled and desiring to exercise the compulsory purchase right described in W.S. 17-17-114 must deliver a written notice to the corporation, within one hundred twenty (120) days after the death of the shareholder, describing th…

Court action to compel purchase. (a) If an offer to purchase shares made under W.S. 17-17-115 is rejected, or if no offer is made, the person exercising the compulsory purchase right may commence a proceeding against the corporation to compel the purchase in the district court of…

Court costs and other expenses. (a) The court in a proceeding commenced under W.S. 17-17-116 shall determine the total costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and of counsel and experts employed by the parti…

Shareholder agreements. (a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.…

Elimination of board of directors. (a) A statutory close corporation may operate without a board of directors if its articles of incorporation contain a statement to that effect. (b) An amendment to articles of incorporation eliminating a board of directors must be approved by al…

Bylaws. (a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by W.S. 17-17-120. (b) If a corporation does not have bylaws when it…

Annual meeting. (a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a differe…

Execution of documents in more than one capacity. Notwithstanding any law to the contrary, an individual who holds more than one (1) office in a statutory close corporation may execute, acknowledge or verify in more than one (1) capacity any document required to be executed, ackn…

Limited liability. The failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholder…

Merger, consolidation, share exchange and sale of assets. (a) A plan of merger, consolidation or share exchange that: (i) If effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or seri…

Termination of statutory close corporation status. (a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation…

Effect of termination of statutory close corporation status. (a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of the Wyoming Business Corporation Act and, if incorporated under W.S. 17-3-101 through 17-3-104, to…

Shareholder option to dissolve corporation. (a) The articles of incorporation of a statutory close corporation may authorize one (1) or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or u…

Court action to protect shareholders. (a) Subject to satisfying the conditions of subsections (c) and (d) of this section, a shareholder of a statutory close corporation may petition the district court for any of the relief described in W.S. 17-17-141 through 17-17-143 if: (i) Th…

Ordinary relief. (a) If the court finds that one (1) or more of the grounds for relief described in W.S. 17-17-140(a) exist, it may order such relief as it deems appropriate including one (1) or more of the following types of relief: (i) The performance, prohibition, alteration o…

Extraordinary relief; share purchase. (a) If the court finds that the ordinary relief described in W.S. 17-17-141(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under W.S. 17-17-143 unless the corporation or one (1) or more of its shareholde…

Extraordinary relief; dissolution. (a) The court may dissolve the corporation if it finds: (i) There are one (1) or more grounds for judicial dissolution under W.S. 17-16-1430; or (ii) All other relief ordered by the court under W.S. 17-17-141 or 17-17-142 has failed to resolve t…

Application to existing corporations. This chapter applies to all corporations electing statutory close corporation status under W.S. 17-17-103 after its effective date.

Reservation of power to amend or repeal. The legislature has power to amend or repeal all or part of this chapter at any time and all corporations subject to this chapter are governed by the amendment or repeal.

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

Definitions. (a) The definitions used in the Wyoming Business Corporations Act (W.S. 17-16-101 through 17-16-1810) shall apply to this act unless inconsistent with the definitions in this section. (b) As used in this act: (i) "Affiliate" means a person that directly, or indirectl…

Requirements to choose options. (a) Any qualified corporation may elect to exercise or not to exercise any of the options set forth in articles 1 and 2 of this act. No elections for an option shall be made if the corporation does not meet the criteria of a qualified corporation a…

Option; restrictions on business combinations. (a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is…

Option; shareholder takeover protection provisions. (a) Any qualified corporation is subject to the shareholder takeover protection provisions listed in W.S. 17-18-105 through 17-18-111 unless the corporation elects not to be subject to the restrictions. A corporation which is no…

Statement; consent to service of process; filing fee; copy to target company. (a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror sha…

Takeover offers; substantially equivalent terms to all offerees of same class. No takeover offer shall be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less …

Waiting period after offer; no purchase or payment in violation of order. No stock shall be contracted for, purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation…

Waiting period after takeover; no acquisitions of equity securities of target company. No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that clas…

Takeover offer; untrue statements or omission of material facts unlawful. In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to…