Title 17, Title 17 — Corporations, Partnerships And Associations

Judicial review. An appeal may be taken by any offeror, target company, or other party to any proceeding before the secretary of state from any final order of the secretary of state by filing a petition for review within thirty (30) days after entry of the final order complained …

Proxies. (a) Any qualified corporation may in its articles of incorporation restrict or prohibit the use of proxies to vote shares. The restriction or prohibition may be effective for: (i) All meetings; (ii) All meetings and issues with any specific exceptions the board of direct…

Voting indirectly owned shares. Effective January 1, 1990, notwithstanding W.S. 17-16-721(b) a qualified corporation may elect to allow the voting of shares which are owned directly or indirectly by a second corporation, a majority of whose shares entitled to vote for directors o…

Shareholder lists. (a) Notwithstanding W.S. 17-16-720 a qualified corporation in its bylaws may restrict access to the shareholder's list to a period beginning two (2) days after the notice of the meeting for which the list was prepared or ten (10) days before the date of the mee…

Special meeting request exceptions. (a) Notwithstanding W.S. 17-16-702 and 17-16-703 a qualified corporation may in its bylaws: (i) Set a higher percentage of shares not to exceed fifty percent (50%) that must petition in order to call a special meeting than is provided by W.S. 1…

Annual meeting purposes. In addition to the limitations on the matters that may be considered at annual meetings otherwise allowed by statute a qualified corporation may in its bylaws authorize the board to further limit the matters which an annual meeting may consider. The limit…

Action by less than a quorum. (a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions: (i) Ratify or reject the independent auditors selected by the board if t…

Protection provisions; applicability; defined. (a) A qualified corporation may, if its articles of incorporation authorize it to utilize the bondholder protection provisions of this act, utilize any of the provisions set forth in subsection (b) of this section. These protections …

Bondholder protection provision; adoption requirements; revocation. (a) The corporation utilizes a bondholder protection provision by adopting and filing with the secretary of state a notice of bondholder protection as provided in this section. (b) The notice of bondholder protec…

Bondholder protection provision; amendments. (a) At any time any amendment may be made to the bondholder protection provisions with the consent of the percentage of bondholders required for action as stated in the notice of bondholder protection. Such an amendment shall be effect…

Limitations of the bondholder protection provisions. (a) Nothing in the bondholder protection provisions shall be construed or applied to abridge or prohibit any contract, covenant or restriction made between any corporation and its bondholders, or any holder of any other debt in…

Bondholder definition. The term bondholder shall include the owners of any debt instrument to which bondholder protections are extended.

Additional bondholder protection provisions allowed. Any other bondholder protection provisions may be provided in the notice of bondholder protection, and shall be valid unless inconsistent with the provisions of W.S. 17-18-201 through 17-18-206 or other law.

Definitions. (a) As used in this article: (i) "Acquiring person" means a person who makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relati…

Control share voting rights. (a) Control shares of an issuing public corporation acquired in a control share acquisition do not have voting rights unless conferred by a vote of shareholders pursuant to W.S. 17-18-306. (b) Control shares for which voting rights have not been confe…

Notice of control share acquisition; acquiring person statement. (a) Any person who proposes to make a control share acquisition may, and any person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issu…

Shareholder special meeting. (a) If the acquiring person requests a special meeting at the time of delivery of an acquiring person statement pursuant to W.S. 17-18-303 and agrees to pay the corporation's expenses of a special meeting, the directors of the issuing public corporati…

Notice of shareholder meeting. (a) The issuing public corporation shall give notice of a special meeting of shareholders requested pursuant to W.S. 17-18-304 as promptly as practicable to each shareholder of record as of the record date set for the meeting, whether or not the sha…

(b) For purposes of this section, the procedures to be adopted by the corporation for determining the fair value to be paid for a share upon redemption are not required to take into account and may expressly disregard any increase or proposal for any increase in the price of the …

Redemption. (a) Control shares acquired in a control share acquisition may be redeemed by the corporation at fair value pursuant to the procedures adopted by the corporation at any time during the period ending sixty (60) days after the last acquisition of control shares by the a…

Rights of dissenters; "fair value" defined. (a) A shareholder of the issuing public corporation, other than the acquiring person, who does not vote in favor of the control share acquisition may dissent from any proposal to accord voting rights to the control shares over which vot…

Application. (a) The provisions of this article shall not apply to a control share acquisition if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issui…

No effect on other actions; no liability. This act does not effect, directly or indirectly, the validity of another action by the board of directors of a corporation, nor does it preclude the board of directors from taking other action in accordance with law. The board of directo…

Conflict of laws. If a provision of this act conflicts with another provision of the Wyoming Business Corporation Act, the provision of this act controls.

Prohibition against waivers. A condition, stipulation or other provision in an agreement or transaction between any shareholders of a corporation that purports to waive compliance with or the rights afforded stockholders under this act is void.

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

Reservation of power to amend or repeal. The legislature shall have the power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act shall be governed by the amendment or repeal. B. Filing Documents

Filing requirements. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state. (b) This act shall require or permit filing the document in the office of th…

Forms. (a) If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for: (i) An application for a certificate of existence; (ii) A foreign cor…

Filing, service and copying fees. (a) The secretary of state shall collect the following fees when the documents described in this subsection are delivered for filing: Document Fee (i) Articles of Incorporation......$50.00 (ii) Repealed By Laws 2014, Ch. 65, § 2. (iii) Repealed B…

Effective date of document. (a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) At the time specified in the do…

Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (i) Contains an incorrect statement; or (ii) Was defectively executed, attested, sealed, verified or acknowledged. (b) A document is corrected:…

Filing duty of secretary of state. (a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-19-120, the secretary of state shall file it. (b) The secretary of state files a document by stamping or otherwise endorsing "Fi…

Appeal from secretary of state's refusal to file document. (a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the dis…

Evidentiary effect of copy of filed document. A certificate attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secret…

Certificate of existence. (a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation. (b) The certificate of existence sets forth: (i) The domestic corporation's corporate name or the foreign corporation's corpor…

Powers. The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act. D. Definitions

General definitions. (a) As used in this act: (i) "Approved by (or approval by) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also cons…

Notice. (a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. (b) Notice may be communicated in person; by telephone, telegraph, teletype or other form of wire or wireless communication; or by mail or private carrier. If these for…

Private foundations. (a) Except where otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986: (i) Shall distribute such amounts for each taxable year at such time and …

Judicial relief. (a) If for any reason it is impractical or impossible for any corporation to call or conduct a meeting of its members, delegates or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws or this act, then upon petition of a…

Attorney general. (a) The secretary of state shall be given notice of the commencement of any proceeding that this act authorizes the attorney general to bring but that has been commenced by another person. (b) Whenever any provision of this act requires that notice be given to t…

Constitutional protections. If religious doctrine governing the affairs of a religious corporation is inconsistent with the provisions of this act on the same subject, the religious doctrine shall control to the extent required by the constitution of the United States or the cons…

Incorporators. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions p…

Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation formed under this act, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.