Title 17 — Title 17 — Corporations, Partnerships And Associations
32 chapters · 1,419 sections in this title.
W.S. § 17-16-1535 Reinstatement following revocation of certificate of authority
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Reinstatement following revocation of certificate of authority. (a) An officer or other person with proper authority at the time a foreign corporation had its certificate of authority revoked under W.S. 17-16-1531 may apply to the secretary of state for reinstatement of its certi…
W.S. § 17-16-1536 Appeal from denial of reinstatement
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Appeal from denial of reinstatement. (a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, he shall serve the corporation under W.S. 17-28-104 with a written notice that explains the reason or reasons for d…
W.S. § 17-16-1601 Corporate records
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Corporate records. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of …
W.S. § 17-16-1602 Inspection of records by shareholders
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Inspection of records by shareholders. (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in W.S. 17-16-1601(e) if the shareholder gives the corpo…
W.S. § 17-16-1603 Scope of inspection right
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Scope of inspection right. (a) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents. (b) The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, in…
W.S. § 17-16-1604 Court ordered inspection
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Court ordered inspection. (a) If a corporation does not allow a shareholder who complies with W.S. 17-16-1602(a) to inspect and copy any records required by that subsection to be available for inspection, the district court of the county where the corporation's principal office, …
W.S. § 17-16-1605 Inspection of records by directors
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Inspection of records by directors. (a) A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including dut…
W.S. § 17-16-1606 Exception to notice requirement
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Exception to notice requirement. (a) Whenever notice is required to be given under any provision of this act to any shareholder, the notice shall not be required to be given if: (i) Notice of two (2) consecutive annual meetings, and all notices of meetings during the period betwe…
W.S. § 17-16-1620 Financial statements for shareholders
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Financial statements for shareholders. (a) A corporation shall furnish, upon request, to its shareholders annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balan…
W.S. § 17-16-1621 Reserved
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Reserved.
W.S. § 17-16-1622 Other reports to shareholders
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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 …
W.S. § 17-16-1630 Filing of reports and payment of tax required; amount of tax; exemptions; records
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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…
W.S. § 17-16-1631 Repealed By Laws 1997, ch
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Repealed By Laws 1997, ch. 192, § 3.
W.S. § 17-16-1632 Repealed By Laws 1997, ch
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Repealed By Laws 1997, ch. 192, § 3.
W.S. § 17-16-1633 Repealed By Laws 1997, ch
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Repealed By Laws 1997, ch. 192, § 3.
W.S. § 17-16-1701 Application to existing domestic corporations
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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…
W.S. § 17-16-1702 corporations
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corporations. Applications to qualified foreign 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.
W.S. § 17-16-1703 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. § 17-16-1704 Reserved
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Reserved.
W.S. § 17-16-1705 Reserved
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Reserved.
W.S. § 17-16-1706 Reserved
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Reserved.
W.S. § 17-16-1720 jurisdiction
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jurisdiction. Transfer of a Wyoming corporation to another (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…
W.S. § 17-16-1801 Domestication of foreign corporations
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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…
W.S. § 17-16-1802 Application for certificate of domestication; articles of domestication
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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…
W.S. § 17-16-1810 Continuance of foreign corporations
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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…
W.S. § 17-16-402 Conditional approval shall expire in twelve (12) months unless extended for good cause for an additional period of six (6) months
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Conditional approval shall expire in twelve (12) months unless extended for good cause for an additional period of six (6) months. Conditional approval shall not become final and the name registered until the applicant has received approval to engage in the business of banking by…
W.S. § 17-17-101 Short title
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Short title. This chapter shall be known and may be cited as the "Wyoming Statutory Close Corporation Supplement."
W.S. § 17-17-102 Application of Wyoming Business Corporation Act and the provisions of W.S
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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…
W.S. § 17-17-103 Definition and election of statutory close corporation status
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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…
W.S. § 17-17-110 Notice of statutory close corporations status on issued shares
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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…
W.S. § 17-17-111 Share transfer prohibition
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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…
W.S. § 17-17-112 corporation
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corporation. Share transfer after first refusal by (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…
W.S. § 17-17-113 prohibition
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prohibition. Attempted share transfer in breach of (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…
W.S. § 17-17-114 shareholder
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shareholder. Compulsory purchase of shares after death of (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…
W.S. § 17-17-115 Exercise of compulsory purchase right
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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…
W.S. § 17-17-116 Court action to compel purchase
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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…
W.S. § 17-17-117 Court costs and other expenses
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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…
W.S. § 17-17-120 Shareholder agreements
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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.…
W.S. § 17-17-121 Elimination of board of directors
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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…
W.S. § 17-17-122 Bylaws
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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…
W.S. § 17-17-123 Annual meeting
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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…
W.S. § 17-17-124 capacity
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capacity. Execution of documents in more than one 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…
W.S. § 17-17-125 Limited liability
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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…
W.S. § 17-17-130 of assets
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of assets. (a) that: Merger, consolidation, share exchange and sale A plan of merger, consolidation or share exchange (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…
W.S. § 17-17-131 status
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status. Termination of statutory close corporation (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…
W.S. § 17-17-132 Effect of termination of statutory close corporation status
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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…
W.S. § 17-17-133 Shareholder option to dissolve corporation
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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…
W.S. § 17-17-140 Court action to protect shareholders
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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…
W.S. § 17-17-141 Ordinary relief
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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…
W.S. § 17-17-142 Extraordinary relief; share purchase
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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…