Title 17, Title 17 — Corporations, Partnerships And Associations

Appeal from rejection of reinstatement. Appeals of decisions of the secretary of state under this article may be made as provided in W.S. 17-16-1423.

Distribution of assets in winding up limited liability company's activities. (a) In winding up its activities, a limited liability company shall apply its assets to discharge its obligations to creditors, including members that are creditors. (b) After a limited liability company…

Direct action by member. (a) Subject to subsection (b) of this section, a member may maintain a direct action against another member, a manager or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and inter…

Derivative action. (a) A member may maintain a derivative action to enforce a right of a limited liability company if: (i) The member first makes a demand on the other members in a member-managed limited liability company, or the managers of a manager-managed limited liability co…

Proper plaintiff. (a) Except as otherwise provided in subsection (b) of this section, a derivative action under W.S. 17-29-902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues. (b) If the sole …

Pleading. (a) In a derivative action under W.S. 17-29-902, the complaint shall state with particularity: (i) The date and content of plaintiff's demand and the response to the demand by the managers or other members; or (ii) If a demand has not been made, the reasons a demand und…

Special litigation committee. (a) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the…

Proceeds and expenses. (a) Except as otherwise provided in subsection (b) of this section: (i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plainti…

Definitions. (a) As used in this chapter: (i) "Constituent limited liability company" means a constituent organization that is a limited liability company; (ii) "Constituent organization" means an organization that is party to a merger; (iii) "Converted organization" means the or…

Merger. (a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) T…

Action on plan of merger by constituent limited liability company. (a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company. (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is ap…

Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and (ii) Each other constituent …

Effect of merger. (a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constitue…

Conversion. An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.

Effect of conversion. (a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes. (b) A converted organization that is a foreign orga…

Continuance. (a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction…

Transfer of a Wyoming limited liability company to another jurisdiction. (a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any othe…

Domestication of foreign limited liability companies. Any limited liability company created 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 may b…

Application for certificate of domestication; articles of domestication. (a) A foreign limited liability company, 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…

Restrictions on approval of mergers, conversions, continuances, transfers and domestications. (a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, con…

Article not exclusive. This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.

Uniformity of application and construction. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

Secretary of state 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 rules and regulations necessary to carry out the purposes of this chapter.

Application to existing domestic limited liability companies. (a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing …

Applications to qualified foreign limited liability companies. A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transa…

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…

Short title. This chapter may be cited as the "Wyoming Statutory Foundation Act".

Definitions. (a) As used in this act: (i) "Articles of formation" means the articles required by W.S. 17-30-303, including any amendments thereto and restatements thereof; (ii) "Beneficiary" means a person who is or may be designated as a beneficiary in the operating agreement or…

Governing law. (a) This act governs: (i) The internal affairs of a statutory foundation; and (ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation. (b) The transfer of propert…

Supplemental principles of law. The principles of law and equity shall supplement this act, unless in conflict with this act.

Electronic records and signatures. The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to t…

Powers of secretary of state. The secretary of state shall promulgate reasonable rules, forms and other requirements which are necessary to carry out the purposes of this act.

Nature, purpose and duration of statutory foundations. (a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons. (b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual durat…

Enforcement of charitable purposes. (a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated cha…

Powers of a statutory foundation. A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.

Property contribution. (a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise. (b) After the contribution of initial property to the statutory foundation, and if…

Name of a statutory foundation. (a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not: (i) Contain words indicating or implying that the found…

Registered office and registered agent. (a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111, in this state. (b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all st…

Formation of statutory foundation; articles of formation. (a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent …

Signing of records to be delivered for filing to secretary of state. (a) A record delivered to the secretary of state for filing under this act shall be signed as follows: (i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation sha…

Delivery to and filing of records by secretary of state; effective time and date. (a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of …

Correcting filed record. (a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature. (b) A statement of correction shall: (…

Liability for inaccurate information in filed record. (a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from…

Certificate of existence. (a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation. (b) A certificate of existence shall state: (i) The name of the statutor…

Operating agreement; scope, function and limitations. (a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state. (b) An operating agreem…

Reservation to founder of power to amend, revoke, restate or terminate. (a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable: (i) Pursuant to W.S. 17-30-201, the power to amen…