State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter16

CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-16-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Business CorporationAct."

 

17-16-102. Reservation of power to amend or repeal.

 

Thelegislature has power to amend or repeal all or part of this act at any timeand all domestic and foreign corporations subject to this act are governed bythe amendment or repeal.

 

17-16-120. Requirements for documents.

 

(a) A document shall satisfy the requirements of this section,and of any other section that adds to or varies from these requirements, to beentitled to filing by the secretary of state.

 

(b) This act shall require or permit filing the document in theoffice of the secretary of state.

 

(c) The document shall contain the information required by thisact. It may contain other information as well.

 

(d) The document shall be typewritten or printed or, ifelectronically transmitted, it shall be in a format that can be retrieved orreproduced in typewritten or printed form.

 

(e) The document shall be in the English language. A corporatename need not be in English if written in English letters or Arabic or Romannumerals, and the certificate of existence required of foreign corporationsneed not be in English if accompanied by an English translation acceptable tothe secretary of state.

 

(f) The document shall be executed:

 

(i) By the chairman of the board of directors of a domestic orforeign corporation, by its president, or by another of its officers;

 

(ii) If directors have not been selected or the corporation hasnot been formed, by an incorporator; or

 

(iii) If the corporation is in the hands of a receiver, trustee,or other court-appointed fiduciary, by that fiduciary.

 

(g) The person executing the document shall sign it and shallstate beneath or opposite his signature his name and the capacity in which hesigns. The document may but need not contain:

 

(i) The corporate seal;

 

(ii) An attestation by the secretary or an assistant secretary;

 

(iii) An acknowledgment, verification or proof.

 

(h) If the secretary of state has prescribed a mandatory formfor the document under W.S. 17-16-121, the document shall be in or on theprescribed form.

 

(i) The document shall be delivered to the office of thesecretary of state for filing. Delivery may be made by electronic transmissionif and to the extent permitted by the secretary of state. If it is filed intypewritten or printed form and not transmitted electronically, the secretaryof state may require one (1) exact copy to be delivered with the document,except as provided in W.S. 17-28-103.

 

(j) When the document is delivered to the office of thesecretary of state for filing, the correct filing fee, and any franchise tax, licensefee or penalty required to be paid therewith by this act or other law shall bepaid or provision for payment made in a manner provided by the secretary ofstate.

 

(k) Reserved.

 

17-16-121. Forms.

 

 

(a) If the secretary of state so requires, use of formsprovided 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 corporation's application for a certificate ofauthority to transact business in this state;

 

(iii) A foreign corporation's application for a certificate ofwithdrawal;

 

(iv) The annual report;

 

(v) A foreign corporation's application for a certificate ofcontinuance;

 

(vi) An application for a certificate of transfer;

 

(vii) A foreign corporation's application for certificate ofdomestication; and

 

(viii) A consent of registered agent to appointment.

 

(b) The secretary of state may prescribe and furnish on requestforms for other documents required or permitted to be filed by this act buttheir use is not mandatory.

 

17-16-122. Filing, service and copying fees.

 

Thesecretary of state shall set and collect filing, service and copying fees torecover his costs to administer this act. Fees shall not exceed the costs ofproviding these services.

 

17-16-123. Effective time and date of document.

 

(a) Except as provided in subsection (b) of this section andW.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 iseffective:

 

(i) As of the time received for filing, as evidenced by suchmeans as the secretary of state may use for the purpose of recording the dateand time of filing; or

 

(ii) At the time specified in the document as its effective timeon the date it is filed.

 

(b) A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and datespecified. If a delayed effective date but no time is specified, the documentis effective at the close of business on that date. A delayed effective datefor a document may not be later than the ninetieth (90th) day after the date itis filed.

 

17-16-124. Correcting filed document.

 

(a) A domestic or foreign corporation may correct a document filedwith the secretary of state if the document:

 

(i) Contains an inaccuracy;

 

(ii) Was defectively executed, attested, sealed, verified, oracknowledged; or

 

(iii) The electronic transmission was defective.

 

(b) A document is corrected:

 

(i) By preparing articles of correction that:

 

(A) Describe the document, including its filing date, or attacha copy of the document to the articles of correction;

 

(B) Specify the inaccuracy or defect to be corrected; and

 

(C) Correct the inaccuracy or defect.

 

(ii) By delivering the articles of correction to the secretaryof state for filing.

 

(c) Articles of correction are effective on the effective dateof the document they correct except as to persons relying on the uncorrecteddocument and adversely affected by the correction. As to those persons,articles of correction are effective when filed.

 

17-16-125. Filing duty of secretary of state.

 

(a) If a document delivered to the office of the secretary ofstate for filing satisfies the requirements of W.S. 17-16-120, the secretary ofstate shall file the document.

 

(b) The secretary of state files a document by stamping orotherwise endorsing "Filed," together with his official title and thedate and time of filing, on both the original and the document copy and on thereceipt for the filing fee. The secretary of state may prescribe rules forfiling of electronic transmissions. After filing a document, except as providedin W.S. 17-28-103, the secretary of state shall deliver the document copy, withthe filing fee receipt (or acknowledgement of receipt if no fee is required)attached, to the domestic or foreign corporation or its representative. Thesecretary of state, in his discretion, may issue a certificate evidencing thefiling of a document upon the payment of the requisite fee.

 

(c) If the secretary of state refuses to file a document, heshall return it to the domestic or foreign corporation or its representativewithin five (5) days after the document was delivered, together with a brief,written explanation of the reason for his refusal.

 

(d) The secretary of state's duty to file documents under thissection is ministerial. His filing or refusing to file a document does not:

 

(i) Affect the validity or invalidity of the document in wholeor part;

 

(ii) Relate to the correctness or incorrectness of informationcontained in the document; or

 

(iii) Create a presumption that the document is valid or invalidor that information contained in the document is correct or incorrect.

 

17-16-126. Appeal from secretary of state's refusal to file document.

 

 

(a) If the secretary of state refuses to file a documentdelivered to his office for filing, the domestic or foreign corporation may,within thirty (30) days after the return of the document, appeal the refusal tothe district court of the county where the corporation's principal office islocated in the state or, if the corporation does not have a principal office inthe state, the district court of the county where its registered office is orwill be located, or the district court of the county of residence of anincorporator for a domestic corporation, or in the district court of Laramiecounty. The appeal is commenced by petitioning the court to compel filing thedocument and by attaching to the petition the document and the secretary ofstate's explanation of his refusal to file.

 

(b) The court may summarily order the secretary of state tofile the document or take other action the court considers appropriate.

 

(c) The court's final decision may be appealed as in othercivil proceedings.

 

17-16-127. Evidentiary effect of copy of filed document.

 

Acertificate from the secretary of state delivered with a copy of a documentfiled by the secretary of state is conclusive evidence that the originaldocument is on file with the secretary of state.

 

17-16-128. Certificate of existence.

 

 

(a) Anyone may apply to the secretary of state to furnish acertificate of existence for a domestic corporation or a certificate ofauthorization for a foreign corporation.

 

(b) A certificate of existence or authorization sets forth:

 

(i) The domestic corporation's corporate name or the foreigncorporation's corporate name used in this state;

 

(ii) That:

 

(A) The domestic corporation is duly incorporated under the lawof this state, the date of its incorporation, and the period of its duration ifless than perpetual; or

 

(B) The foreign corporation is authorized to transact businessin this state.

 

(iii) That all fees, taxes, and penalties owed to this state havebeen paid, if:

 

(A) Payment is reflected in the records of the secretary ofstate; and

 

(B) Nonpayment affects the existence or authorization of thedomestic or foreign corporation.

 

(iv) That its most recent annual report required by W.S.17-16-1630 has been filed by the secretary of state;

 

(v) That articles of dissolution have not been filed; and

 

(vi) Other facts of record in the office of the secretary ofstate that may be requested by the applicant.

 

(c) Subject to any qualification stated in the certificate, acertificate of existence or authorization issued by the secretary of state maybe relied upon as conclusive evidence that the domestic or foreign corporationis in existence or is authorized to transact business in this state.

 

17-16-129. Repealed by Laws 2008, Ch. 91, 3.

 

17-16-130. Powers.

 

Thesecretary of state has the power reasonably necessary to perform the dutiesrequired of him by this act. The secretary of state shall promulgatereasonable forms, rules and regulations necessary to carry out the purposes ofthis act.

 

17-16-140. Definitions.

 

(a) In this act:

 

(i) "Articles of incorporation" means the originalarticles of incorporation, all amendments thereof and any other documentspermitted or required to be filed by a domestic business corporation with thesecretary of state under any provision of this act. If an amendment of thearticles or any other document filed under this act restates the articles intheir entirety thenceforth the articles shall not include any prior documents;

 

(ii) "Authorized shares" means the shares of allclasses a domestic or foreign corporation is authorized to issue;

 

(iii) "Conspicuous" means so written that a reasonableperson against whom the writing is to operate should have noticed it. Forexample, printing in italics or boldface or contrasting color, or typing incapitals or underlined, is conspicuous;

 

(iv) "Corporation" or "domestic corporation"means a corporation for profit, which is not a foreign corporation,incorporated under or subject to the provisions of this act;

 

(v) "Deliver" or "delivery" means anymethod of delivery used in conventional commercial practice, including deliveryby hand, mail, commercial delivery and electronic transmission;

 

(vi) "Distribution" means a direct or indirecttransfer of money or other property, except the corporation's own shares, orincurrence of indebtedness by a corporation to or for the benefit of itsshareholders in respect of any of its shares. A distribution may be in the formof a declaration or payment of a dividend, a purchase, redemption, or otheracquisition of shares, a distribution of indebtedness, or otherwise;

 

(vii) "Domestic unincorporated entity" means anunincorporated entity whose internal affairs are governed by the laws of thisstate;

 

(viii) "Effective date of notice" is defined in W.S.17-16-141;

 

(ix) "Electronic transmission" or "transmittedelectronically" means any process of communication not directly involvingthe physical transfer of paper that is suitable for the retention, retrievaland reproduction of information by the recipient;

 

(x) "Eligible entity" means a domestic or foreignunincorporated entity or a domestic or foreign nonprofit corporation;

 

(xi) "Eligible interests" means interests;

 

(xii) "Employee" includes an officer but not adirector. A director may accept duties that make him also an employee;

 

(xiii) "Entity" includes domestic corporation andforeign corporation, domestic nonprofit corporation and foreign nonprofitcorporation, domestic and foreign profit and not-for-profit unincorporatedassociation, business trust, statutory trust, estate, partnership, trust, ortwo (2) or more persons having a joint or common economic interest, and state,United States or foreign government;

 

(xiv) "Expenses" means reasonable expenses of any kindthat are incurred in connection with a matter, including but not limited toattorney and expert witness fees;

 

(xv) "Foreign corporation" means a corporation forprofit incorporated under a law other than the law of this state;

 

(xvi) "Governmental subdivision" includes authority,county, district, municipality, and any other political subdivision;

 

(xvii) "Includes" denotes a partial definition;

 

(xviii) "Individual" means a natural person and includesthe estate of an incompetent or deceased individual;

 

(xix) "Interest" means either or both of the followingrights under the organic law of an unincorporated entity:

 

(A) The right to receive distributions from the entity eitherin the ordinary course or upon liquidation; or

 

(B) The right to receive notice or vote on issues involving itsinternal affairs, other than as an agent, assignee, proxy or person responsiblefor managing its business and affairs.

 

(xx) "Interest holder" means a person who holds ofrecord an interest;

 

(xxi) "Means" denotes an exhaustive definition;

 

(xxii) "Net assets" means the amount by which the totalassets of a corporation exceed the total debts of the corporation;

 

(xxiii) "Notice" is defined in W.S. 17-16-141;

 

(xxiv) "Organic document" means a public organicdocument or a private organic document;

 

(xxv) "Organic law" means the statute governing theinternal affairs of a domestic or foreign business or nonprofit corporation orunincorporated entity;

 

(xxvi) "Owner liability" means personal liability for adebt, obligation or liability of a domestic or foreign business or nonprofitcorporation or unincorporated entity that is imposed on a person:

 

(A) Solely by reason of the person's status as a shareholder orinterest holder; or

 

(B) By the articles of incorporation, bylaws or an organicdocument under a provision of the organic law of an entity authorizing thearticles of incorporation, bylaws or an organic document to make one (1) ormore specified shareholders or interest holders liable in their capacity asshareholders or interest holders for all or specified debts, obligations orliabilities of the entity.

 

 

(xxvii) "Person" includes an individual, partnership,joint venture, corporation, joint stock company, limited liability company orany other association or entity, public or private;

 

(xxviii) "Principal office" means the office within oroutside of this state, so designated in the annual report;

 

(xxix) "Private organic document" means any documentother than the public organic document, if any, that determines the internalgovernance of an unincorporated entity. Where a private organic document hasbeen amended or restated, the term means the private organic document as lastamended or restated;

 

(xxx) "Proceeding" includes civil suit and criminal,administrative, and investigatory action;

 

(xxxi) "Public corporation" means a corporation that hasshares listed on a national securities exchange or regularly traded in a marketmaintained by one (1) or more members of a national securities association;

 

(xxxii) "Public organic document" means the document, ifany, that is filed of public record to create an unincorporated entity. Wherea public organic document has been amended or restated, the term means thepublic organic document as last amended or restated;

 

 

(xxxiii) "Qualified director" is defined in W.S.17-16-143;

 

(xxxiv) "Record date" means the date established underarticle 6 or 7 on which a corporation determines the identity of itsshareholders and their shareholdings for purposes of this act. Thedeterminations shall be made as of the close of business on the record dateunless another time for doing so is specified when the record date is fixed;

 

(xxxv) "Registered agent" means as provided in W.S.17-28-101 through 17-28-111;

 

(xxxvi) "Secretary" means the corporate officer to whomthe board of directors has delegated responsibility under W.S. 17-16-840(c) forcustody of the minutes of the meetings of the board of directors and of theshareholders and for authenticating records of the corporation;

 

(xxxvii) "Shareholder" means the person in whose nameshares are registered in the records of a corporation or the beneficial ownerof shares to the extent of the rights granted by a nominee certificate on filewith a corporation;

 

(xxxviii) "Shares" means the units into which theproprietary interests in a corporation are divided;

 

(xxxix) "Sign" or "signature" includes anymanual, facsimile, conformed or electronic signature;

 

(xl) "State," when referring to a part of the UnitedStates, includes a state and commonwealth, and their agencies and governmentalsubdivisions, and a territory and insular possession, and their agencies andgovernmental subdivisions, of the United States;

 

(xli) "Subscriber" means a person who subscribes forshares in a corporation, whether before or after incorporation;

 

(xlii) "Unincorporated entity" means an organization orartificial legal person that either has a separate legal existence or has thepower to acquire an estate in real property in its own name and that is not anyof the following: a domestic or foreign business or nonprofit corporation, anestate, a trust, a state, the United States or a foreign government. The termincludes, but is not limited to, a general partnership, limited liabilitycompany, limited partnership, limited liability limited partnership, registeredlimited liability partnership, business trust, statutory trust, cooperative, jointstock association, joint venture and unincorporated nonprofit association;

 

(xliii) "United States" includes district, authority,bureau, commission, department, and any other agency of the United States;

 

(xliv) "Voting group" means all shares of one (1) ormore classes or series that under the articles of incorporation or this act areentitled to vote and be counted together collectively on a matter at a meetingof shareholders. All shares entitled by the articles of incorporation or thisact to vote generally on the matter are for that purpose a single voting group;

 

(xlv) "Voting power" means the current power to vote inthe election of directors;

 

(xlvi) "This act" means W.S. 17-16-101 through17-16-1820.

 

17-16-141. Notice.

 

(a) Notice under this act shall be in writing unless oralnotice is reasonable under the circumstances. Notice by electronictransmission is written notice.

 

(b) Notice may be communicated in person; by telephone,telegraph, teletype, or other form of wire or wireless communication; or bymail or private carrier. If these forms of personal notice are impracticable,notice may be communicated by a newspaper of general circulation in the areawhere published; or by radio, television, or other form of public broadcast communication.

 

(c) Written notice by a domestic or foreign corporation to itsshareholder, if in a comprehensible form, is effective:

 

(i) Upon deposit in the United States mail, if mailed postpaidand correctly addressed to the shareholder's address shown in the corporation'scurrent record of the shareholders; or

 

(ii) When electronically transmitted to the shareholder in amanner authorized by the shareholder.

 

(d) Written notice to a domestic or foreign corporationauthorized to transact business in this state may be addressed to itsregistered agent at its registered office or to the corporation or itssecretary at its principal office shown in its most recent annual report or, inthe case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority.

 

(e) Except as provided in subsection (c) of this section,written notice, if in a comprehensible form, is effective at the earliest ofthe following:

 

(i) When received;

 

(ii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed; or

 

(iii) On the date shown on the return receipt, if sent byregistered or certified mail, or comparable private carrier, return receiptrequested, and the receipt is signed, either manually or in facsimile, by or onbehalf of the addressee.

 

(f) Oral notice is effective when communicated if communicatedin a comprehensible manner.

 

(g) If this act prescribes notice requirements for particularcircumstances, those requirements govern. If articles of incorporation orbylaws prescribe notice requirements, not inconsistent with this section orother provisions of this act, those requirements govern.

 

17-16-142. Number of shareholders.

 

 

(a) For purposes of this act, the following identified as ashareholder in a corporation's current record of shareholders constitutes one(1) shareholder:

 

(i) Three (3) or fewer coowners;

 

(ii) A corporation, partnership, trust, estate, or other entity;or

 

(iii) The trustees, guardians, custodians, or other fiduciariesof a single trust, estate, or account.

 

(b) For purposes of this act, shareholdings registered insubstantially similar names constitute one (1) shareholder if it is reasonableto believe that the names represent the same person.

 

17-16-143. Qualified director.

 

(a) A "qualified director" is a director who, at thetime action is to be taken under:

 

(i) W.S. 17-16-744, does not have:

 

(A) A material interest in the outcome of the proceeding; or

 

(B) A material relationship with a person who has such aninterest.

 

(ii) W.S. 17-16-853 or 17-16-855:

 

(A) Is not a party to the proceeding;

 

(B) Is not a director as to whom a transaction is a director'sconflicting interest transaction or who sought a disclaimer of thecorporation's interest in a business opportunity under W.S. 17-16-870, whichtransaction or disclaimer is challenged in the proceeding; and

 

(C) Does not have a material relationship with a directordescribed in either subparagraph (A) or (B) of this paragraph.

 

(iii) W.S. 17-16-862, is not a director as to whom thetransaction is a director's conflicting interest transaction, or a director whohas a material relationship with another director as to whom the transaction isa director's conflicting interest transaction; or

 

(iv) W.S. 17-16-870, would be a qualified director underparagraph (iii) of this subsection if the business opportunity were adirector's conflicting interest transaction.

 

(b) For purposes of this section:

 

(i) "Material interest" means an actual or potentialbenefit or detriment, other than one which would devolve on the corporation orthe shareholders generally, that would reasonably be expected to impair theobjectivity of the director's judgment when participating in the action to betaken;

 

(ii) "Material relationship" means a familial,financial, professional, employment or other relationship that would reasonablybe expected to impair the objectivity of the director's judgment when participatingin the action to be taken.

 

(c) The presence of one (1) or more of the followingcircumstances shall not automatically prevent a director from being a qualifieddirector:

 

(i) Nomination or election of the director to the current boardby any director who is not a qualified director with respect to the matter, orby any person that has a material relationship with that director, acting aloneor participating with others;

 

(ii) Service as a director of another corporation of which adirector who is not a qualified director with respect to the matter, or anyindividual who has a material relationship with that director, is or was also adirector; or

 

(iii) With respect to action to be taken under W.S. 17-16-744,status as a named defendant, as a director against whom action is demanded oras a director who approved the conduct being challenged.

 

17-16-144. Reserved.

 

ARTICLE 2 - INCORPORATION

 

17-16-201. Incorporators.

 

One(1) or more persons may act as the incorporator or incorporators of acorporation by delivering articles of incorporation to the secretary of statefor filing.

 

17-16-202. Articles of incorporation.

 

(a) The articles of incorporation shall set forth:

 

(i) A corporate name for the corporation that satisfies therequirements of W.S. 17-16-401;

 

(ii) The number of shares the corporation is authorized toissue, which may be unlimited if so stated;

 

(iii) The street address of the corporation's initial registeredoffice and the name of its initial registered agent at that office; and

 

(iv) The name and address of each incorporator.

 

(b) The articles of incorporation may set forth:

 

(i) The names and addresses of the individuals who are to serveas the initial directors;

 

(ii) Provisions not inconsistent with law including:

 

(A) The purpose or purposes for which the corporation isorganized;

 

(B) Managing the business and regulating the affairs of thecorporation;

 

(C) Defining, limiting, and regulating the powers of thecorporation, its board of directors, and shareholders;

 

(D) A par value for authorized shares or classes of shares;

 

(E) The imposition of personal liability on shareholders forthe debts of the corporation to a specified extent and upon specifiedconditions.

 

(iii) Any provision that under this act is required or permittedto be set forth in the bylaws;

 

(iv) A provision eliminating or limiting the liability of adirector to the corporation or its shareholders for money damages for anyaction taken, or any failure to take any action, as a director, exceptliability for:

 

(A) The amount of financial benefit received by a director towhich he is not entitled;

 

(B) An intentional infliction of harm on the corporation orshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law; and

 

(v) A provision permitting or making obligatory indemnificationof a director for liability (as defined in W.S. 17-16-850(a)(iii)) to anyperson for any action taken, or failure to take any action, as a director,except liability for:

 

(A) Receipt of a financial benefit to which he is not entitled;

 

(B) An intentional infliction of harm on the corporation or itsshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law.

 

(c) The articles of incorporation need not set forth any of thecorporate powers enumerated in this act.

 

(d) Reserved.

 

(e) The articles of incorporation shall be accompanied by awritten consent to appointment signed by the registered agent.

 

17-16-203. Incorporation.

 

(a) Unless a delayed effective date is specified, the corporateexistence becomes effective when the articles of incorporation are filed.

 

(b) The secretary of state's filing of the articles ofincorporation is conclusive proof that the incorporators satisfied allconditions precedent to incorporation except in a proceeding by the state tocancel or revoke the incorporation or involuntarily dissolve the corporation.

 

17-16-204. Liability for preincorporation transactions.

 

Allpersons purporting to act as or on behalf of a corporation, knowing there wasno incorporation under this act, are jointly and severally liable for allliabilities created while so acting.

 

17-16-205. Organization of corporation.

 

(a) After incorporation:

 

(i) If initial directors are named in the articles ofincorporation, the initial directors shall hold an organizational meeting, atthe call of a majority of the directors, to complete the organization of thecorporation by appointing officers, adopting bylaws, and carrying on any otherbusiness brought before the meeting;

 

(ii) If initial directors are not named in the articles, theincorporator or incorporators shall hold an organizational meeting at the callof a majority of the incorporators to:

 

(A) Elect directors and complete the organization of thecorporation; or

 

(B) Elect a board of directors who shall complete theorganization of the corporation.

 

(b) Action required or permitted by this act to be taken byincorporators at an organizational meeting may be taken without a meeting ifthe action taken is evidenced by one (1) or more written consents describingthe action taken and signed by each incorporator.

 

(c) An organizational meeting may be held within or outside ofthis state.

 

(d) Within sixty (60) days after filing articles ofincorporation, a corporation shall provide information to its registered agentas required by W.S. 17-28-107.

 

17-16-206. Bylaws.

 

 

(a) The incorporators or board of directors of a corporationshall adopt initial bylaws for the corporation.

 

(b) The bylaws of a corporation may contain any provision formanaging the business and regulating the affairs of the corporation that is notinconsistent with law or the articles of incorporation.

 

(c) If bylaws are not adopted:

 

(i) An annual meeting shall be held within three (3) monthsafter the close of the corporation's fiscal year;

 

(ii) The required officers shall be the president, the secretaryand the treasurer; and

 

(iii) Bylaws may be adopted at any director or shareholdermeeting.

 

17-16-207. Emergency bylaws.

 

 

(a) Unless the articles of incorporation provide otherwise, theboard of directors of a corporation may adopt bylaws to be effective only in anemergency defined in subsection (d) of this section. The emergency bylaws,which are subject to amendment or repeal by the shareholders, may make allprovisions necessary for managing the corporation during the emergency,including:

 

(i) Procedures for calling a meeting of the board of directors;

 

(ii) Quorum requirements for the meeting; and

 

(iii) Designation of additional or substitute directors.

 

(b) All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. The emergency bylawsare not effective after the emergency ends.

 

(c) Corporate action taken in good faith in accordance with theemergency bylaws:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

ARTICLE 3 - PURPOSES AND POWERS

 

17-16-301. Purposes.

 

 

(a) Every corporation incorporated under this act has thepurpose of engaging in any lawful business unless a more limited purpose is setforth in the articles of incorporation.

 

(b) A corporation engaging in a business that is subject toregulation under another statute of this state may incorporate under this actonly if permitted by, and subject to all limitations of, the other statute.

 

17-16-302. General powers.

 

 

(a) Unless its articles of incorporation provide otherwise,every corporation has perpetual duration and succession in its corporate nameand has the same powers as an individual to do all things necessary orconvenient to carry out its business and affairs, including without limitationpower to:

 

(i) Sue and be sued, complain and defend in its corporate name;

 

(ii) Have a corporate seal, which may be altered at will, and touse it, or a facsimile of it, by impressing or affixing it or in any othermanner reproducing it;

 

(iii) Make and amend bylaws, not inconsistent with its articlesof incorporation or with the laws of this state, for managing the business andregulating the affairs of the corporation;

 

(iv) Purchase, receive, lease, or otherwise acquire, and own,hold, improve, use, and otherwise deal with, real or personal property, or anylegal or equitable interest in property, wherever located;

 

(v) Sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of its property;

 

(vi) Purchase, receive, subscribe for, or otherwise acquire;own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of;and deal in and with shares or other interests in, or obligations of, any otherentity;

 

(vii) Make contracts and guarantees, incur liabilities, borrowmoney, issue its notes, bonds, and other obligations which may be convertibleinto or include the option to purchase other securities of the corporation, andsecure any of its obligations by mortgage or pledge of any of its property,franchises, or income;

 

(viii) Lend money, invest and reinvest its funds, and receive andhold real and personal property as security for repayment;

 

(ix) Be a promoter, partner, member, associate, or manager ofany partnership, joint venture, trust, or other entity;

 

(x) Conduct its business, locate offices, and exercise thepowers granted by this act within or without this state;

 

(xi) Elect directors and appoint officers, employees, and agentsof the corporation, define their duties, fix their compensation, and lend themmoney and credit;

 

(xii) Pay pensions and establish pension plans, pension trusts,profit sharing plans, share bonus plans, share option plans, and benefit orincentive plans for any or all of its current or former directors, officers,employees, and agents;

 

(xiii) Make donations for the public welfare or for charitable,scientific, or educational purposes;

 

(xiv) Transact any lawful business; and

 

(xv) Make payments or donations, or do any other act, notinconsistent with law, that furthers the business and affairs of thecorporation.

 

17-16-303. Emergency powers.

 

 

(a) In anticipation of or during an emergency defined insubsection (d) of this section, the board of directors of a corporation may:

 

(i) Modify lines of succession to accommodate the incapacity ofany director, officer, employee, or agent; and

 

(ii) Relocate the principal office, designate alternativeprincipal offices or regional offices, or authorize the officers to do so.

 

(b) During an emergency defined in subsection (d) of thissection, unless emergency bylaws provide otherwise:

 

(i) Notice of a meeting of the board of directors need be givenonly to those directors whom it is practicable to reach and may be given in anypracticable manner, including by publication and radio; and

 

(ii) One (1) or more officers of the corporation present at ameeting of the board of directors may be deemed to be directors for themeeting, in order of rank and within the same rank in order of seniority, asnecessary to achieve a quorum.

 

(c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary business affairs of the corporation:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for the purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

17-16-304. Ultra vires.

 

 

(a) Except as provided in subsection (b) of this section, thevalidity of corporate action may not be challenged on the ground that thecorporation lacks or lacked power to act.

 

(b) A corporation's power to act may be challenged in aproceeding by:

 

(i) A shareholder against the corporation to enjoin the act;

 

(ii) The corporation, directly, derivatively, or through areceiver, trustee, or other legal representative, against an incumbent orformer director, officer, employee, or agent of the corporation; or

 

(iii) The attorney general under W.S. 17-16-1430.

 

(c) In a shareholder's proceeding under paragraph (b)(i) ofthis section to enjoin an unauthorized corporate act the court may enjoin orset aside the act, if equitable and if all affected persons are parties to theproceeding, and may award damages for loss, other than anticipated profits,suffered by the corporation or another party because of enjoining theunauthorized act.

 

ARTICLE 4 - NAME

 

17-16-401. Corporate name.

 

(a) A corporate name may not contain language stating orimplying that the corporation is organized for a purpose other than thatpermitted by W.S. 17-16-301 and its articles of incorporation.

 

(b) Except as authorized by subsections (c) and (d) of thissection, a corporate name shall not be the same as, or deceptively similar toany trademark or service mark registered in this state and shall bedistinguishable upon the records of the secretary of state from the name of anyprofit or nonprofit corporation, trade name, limited liability company,statutory trust company, limited partnership or other business entityorganized, continued or domesticated under the laws of this state or licensedor registered as a foreign profit or nonprofit corporation, foreign limitedpartnership, foreign joint stock company, foreign statutory trust company,foreign limited liability company or other foreign business entity in thisstate or any fictitious or reserved name.

 

(c) A corporation may apply to the secretary of state forauthorization to use a name that is not distinguishable upon the secretary ofstate's records from one (1) or more of the names described in subsection (b)of this section. The secretary of state shall authorize use of the nameapplied for if:

 

(i) The other person whose name is not distinguishable from thename which the applicant desires to register or reserve, irrevocably consentsto the use in writing and submits an undertaking in a form satisfactory to thesecretary of state to change its name to a name that is distinguishable uponthe records of the secretary of state from the name of the applicant; or

 

(ii) The applicant delivers to the secretary of state acertified copy of the final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for in this state.

 

(d) A corporation may use the name, including the fictitiousname, of another domestic or foreign corporation that is used in this state ifthe other corporation is incorporated or authorized to transact business inthis state and the proposed user corporation:

 

(i) Has merged with the other corporation; or

 

(ii) Has been formed by reorganization of the other corporation;or

 

(iii) Has acquired all or substantially all of the assets,including the corporate name, of the other corporation; or

 

(iv) Repealed By Laws 1996, ch. 80, 3.

 

(v) Where the other corporation is affiliated with the proposeduser corporation and has consented in writing to the use of the name by theproposed user corporation, and the written consent also sets forth adescription of a proposed merger, consolidation, dissolution, amendment toarticles of incorporation or other intended corporate action which establishesto the reasonable satisfaction of the secretary of state that the coexistenceof two (2) corporations using the same name will not continue for more than onehundred twenty (120) days.

 

(e) This act does not control the use of fictitious names.

 

(f) A name is distinguishable from other names, on the recordsof the secretary of state, if it contains one (1) or more different letters ornumerals, or if it has a different sequence of letters or numerals from theother names on the secretary of state's records. Differences which are notdistinguishable are:

 

(i) Thewords or abbreviations of the words "corporation,""company," "incorporated," "limited partnership,""L.P.," "limited," "ltd.," "limitedliability company," "limited company," "L.C." or"L.L.C.";

 

(ii) Thepresence or absence of the words or symbols of the words "the,""and" or "a";

 

(iii) Differences in punctuation and special characters;

 

(iv) Differences in capitalization; or

 

(v) Differences between singular and plural forms of words.

 

(g) The secretary of state has the power and authorityreasonably necessary to interpret and efficiently administer this section andto perform the duties imposed by this section.

 

17-16-402. Reserved name.

 

(a) A person may apply to reserve the exclusive use of acorporate name, including a fictitious name for a foreign corporation whosecorporate name is not available, by delivering an application to the secretaryof state for filing. The application shall set forth the name and address ofthe applicant and the name proposed to be reserved. If the secretary of statefinds that the corporate name applied for is available, he shall reserve thename for the applicant's exclusive use for a nonrenewable one hundred twenty(120) day period.

 

(b) The owner of a reserved corporate name may transfer thereservation to another person by delivering to the secretary of state amanually signed notice of the transfer that states the name and address of thetransferee.

 

17-16-403. Reserved.

 

ARTICLE 5 - OFFICE AND AGENT

 

17-16-501. Registered office and registered agent.

 

(a) Each corporation shall continuously maintain in this state:

 

(i) A registered office as provided in W.S. 17-28-101 through17-28-111; and

 

(ii) A registered agent as provided in W.S. 17-28-101 through17-28-111.

 

(A) Repealed by Laws 2008, Ch. 90, 3.

 

(B) Repealed by Laws 2008, Ch. 90, 3.

 

(C) Repealed by Laws 2008, Ch. 90, 3.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all corporations.

 

17-16-502. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-503. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-504. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-505. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-506. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-507. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-508. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-509. Repealed by Laws 2008, Ch. 90, 3.

 

ARTICLE 6 - SHARES AND DISTRIBUTIONS

 

17-16-601. Authorized shares.

 

(a) The articles of incorporation shall set forth the classesof shares and series of shares within a class, and the number, which may beunlimited, of shares of each class and series that the corporation isauthorized to issue. If more than one (1) class or series of shares isauthorized, the articles of incorporation shall prescribe a distinguishingdesignation for each class or series, and shall prescribe, prior to theissuance of shares of a class or series, the terms, including preferences,rights and limitations of that class or series. Except to the extent varied aspermitted by this section, all shares of a class or series shall have terms,including preferences, rights and limitations that are identical with those ofother shares of the same class or series.

 

(b) The articles of incorporation shall authorize:

 

(i) One (1) or more classes or series of shares that togetherhave unlimited voting rights; and

 

(ii) One (1) or more classes or series of shares, which may bethe same class or classes as those with voting rights, that together areentitled to receive the net assets of the corporation upon dissolution.

 

(c) The articles of incorporation may authorize one (1) or moreclasses or series of shares that:

 

(i) Have special, conditional, or limited voting rights, or noright to vote, except to the extent otherwise provided by this act;

 

(ii) Are redeemable or convertible as specified in the articlesof incorporation:

 

(A) At the option of the corporation, the shareholder, oranother person or upon the occurrence of a specified event;

 

(B) For cash, indebtedness, securities, or other property; and

 

(C) At prices and in amounts specified or determined inaccordance with a formula.

 

(iii) Entitle the holders to distributions calculated in anymanner, including dividends that may be cumulative, noncumulative, or partiallycumulative; or

 

(iv) Have preference over any other class or series of shareswith respect to distributions, including distributions upon the dissolution ofthe corporation.

 

(d) Terms of shares may be made dependent upon factsobjectively ascertainable outside the articles of incorporation.

 

(e) Any of the terms of shares may vary among holders of thesame class or series so long as such variations are expressly set forth in thearticles of incorporation.

 

(f) The description of the preferences, rights and limitationsof classes or series of shares in subsection (c) of this section is notexhaustive.

 

17-16-602. Terms of class or series determined by board of directors.

 

(a) If the articles of incorporation so provide, the board ofdirectors is authorized, without shareholder approval, to:

 

(i) Classify any unissued shares into one (1) or more classesor into one (1) or more series within a class;

 

(ii) Reclassify any unissued shares of any class into one (1) ormore classes or into one (1) or more series within one (1) or more classes; or

 

(iii) Reclassify any unissued shares of any series of any classinto one (1) or more classes or into one (1) or more series within a class.

 

(b) If the board of directors acts pursuant to subsection (a)of this section, it shall determine the terms, including the preferences,rights and limitations, to the same extent permitted under W.S. 17-16-601, of:

 

(i) Any class of shares before the issuance of any shares ofthat class; or

 

(ii) Any series within a class before the issuance of any sharesof that series.

 

(c) Before issuing any shares of a class or series createdunder this section, the corporation shall deliver to the secretary of state forfiling articles of amendment effecting the provisions of this section inaccordance with article 10 of this act and setting forth the terms determinedunder subsection (a) of this section.

 

17-16-603. Issued and outstanding shares.

 

 

(a) A corporation may issue the number of shares of each classor series authorized by the articles of incorporation. Shares that are issuedare outstanding shares until they are reacquired, redeemed, converted, orcancelled.

 

(b) The reacquisition, redemption, or conversion of outstandingshares is subject to the limitations of subsection (c) of this section and toW.S. 17-16-640.

 

(c) At all times that shares of the corporation areoutstanding, one (1) or more shares that together have unlimited voting rightsand one (1) or more shares that together are entitled to receive the net assetsof the corporation upon dissolution shall be outstanding.

 

17-16-604. Fractional shares.

 

 

(a) A corporation may:

 

(i) Issue fractions of a share or pay in money the value offractions of a share;

 

(ii) Arrange for disposition of fractional shares by theshareholders; or

 

(iii) Issue scrip in registered or bearer form entitling theholder to receive a full share upon surrendering enough scrip to equal a fullshare.

 

(b) Each certificate representing scrip shall be conspicuouslylabeled "scrip" and shall contain the information required by W.S.17-16-625(b).

 

(c) The holder of a fractional share is entitled to exercisethe rights of a shareholder, including the right to vote, to receive dividends,and to participate in the assets of the corporation upon liquidation. Theholder of scrip is not entitled to any of these rights unless the scripprovides for them.

 

(d) The board of directors may authorize the issuance of scripsubject to any condition considered desirable, including:

 

(i) That the scrip will become void if not exchanged for fullshares before a specified date; and

 

(ii) That the shares for which the scrip is exchangeable may besold and the proceeds paid to the scripholders.

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter16

CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-16-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Business CorporationAct."

 

17-16-102. Reservation of power to amend or repeal.

 

Thelegislature has power to amend or repeal all or part of this act at any timeand all domestic and foreign corporations subject to this act are governed bythe amendment or repeal.

 

17-16-120. Requirements for documents.

 

(a) A document shall satisfy the requirements of this section,and of any other section that adds to or varies from these requirements, to beentitled to filing by the secretary of state.

 

(b) This act shall require or permit filing the document in theoffice of the secretary of state.

 

(c) The document shall contain the information required by thisact. It may contain other information as well.

 

(d) The document shall be typewritten or printed or, ifelectronically transmitted, it shall be in a format that can be retrieved orreproduced in typewritten or printed form.

 

(e) The document shall be in the English language. A corporatename need not be in English if written in English letters or Arabic or Romannumerals, and the certificate of existence required of foreign corporationsneed not be in English if accompanied by an English translation acceptable tothe secretary of state.

 

(f) The document shall be executed:

 

(i) By the chairman of the board of directors of a domestic orforeign corporation, by its president, or by another of its officers;

 

(ii) If directors have not been selected or the corporation hasnot been formed, by an incorporator; or

 

(iii) If the corporation is in the hands of a receiver, trustee,or other court-appointed fiduciary, by that fiduciary.

 

(g) The person executing the document shall sign it and shallstate beneath or opposite his signature his name and the capacity in which hesigns. The document may but need not contain:

 

(i) The corporate seal;

 

(ii) An attestation by the secretary or an assistant secretary;

 

(iii) An acknowledgment, verification or proof.

 

(h) If the secretary of state has prescribed a mandatory formfor the document under W.S. 17-16-121, the document shall be in or on theprescribed form.

 

(i) The document shall be delivered to the office of thesecretary of state for filing. Delivery may be made by electronic transmissionif and to the extent permitted by the secretary of state. If it is filed intypewritten or printed form and not transmitted electronically, the secretaryof state may require one (1) exact copy to be delivered with the document,except as provided in W.S. 17-28-103.

 

(j) When the document is delivered to the office of thesecretary of state for filing, the correct filing fee, and any franchise tax, licensefee or penalty required to be paid therewith by this act or other law shall bepaid or provision for payment made in a manner provided by the secretary ofstate.

 

(k) Reserved.

 

17-16-121. Forms.

 

 

(a) If the secretary of state so requires, use of formsprovided 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 corporation's application for a certificate ofauthority to transact business in this state;

 

(iii) A foreign corporation's application for a certificate ofwithdrawal;

 

(iv) The annual report;

 

(v) A foreign corporation's application for a certificate ofcontinuance;

 

(vi) An application for a certificate of transfer;

 

(vii) A foreign corporation's application for certificate ofdomestication; and

 

(viii) A consent of registered agent to appointment.

 

(b) The secretary of state may prescribe and furnish on requestforms for other documents required or permitted to be filed by this act buttheir use is not mandatory.

 

17-16-122. Filing, service and copying fees.

 

Thesecretary of state shall set and collect filing, service and copying fees torecover his costs to administer this act. Fees shall not exceed the costs ofproviding these services.

 

17-16-123. Effective time and date of document.

 

(a) Except as provided in subsection (b) of this section andW.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 iseffective:

 

(i) As of the time received for filing, as evidenced by suchmeans as the secretary of state may use for the purpose of recording the dateand time of filing; or

 

(ii) At the time specified in the document as its effective timeon the date it is filed.

 

(b) A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and datespecified. If a delayed effective date but no time is specified, the documentis effective at the close of business on that date. A delayed effective datefor a document may not be later than the ninetieth (90th) day after the date itis filed.

 

17-16-124. Correcting filed document.

 

(a) A domestic or foreign corporation may correct a document filedwith the secretary of state if the document:

 

(i) Contains an inaccuracy;

 

(ii) Was defectively executed, attested, sealed, verified, oracknowledged; or

 

(iii) The electronic transmission was defective.

 

(b) A document is corrected:

 

(i) By preparing articles of correction that:

 

(A) Describe the document, including its filing date, or attacha copy of the document to the articles of correction;

 

(B) Specify the inaccuracy or defect to be corrected; and

 

(C) Correct the inaccuracy or defect.

 

(ii) By delivering the articles of correction to the secretaryof state for filing.

 

(c) Articles of correction are effective on the effective dateof the document they correct except as to persons relying on the uncorrecteddocument and adversely affected by the correction. As to those persons,articles of correction are effective when filed.

 

17-16-125. Filing duty of secretary of state.

 

(a) If a document delivered to the office of the secretary ofstate for filing satisfies the requirements of W.S. 17-16-120, the secretary ofstate shall file the document.

 

(b) The secretary of state files a document by stamping orotherwise endorsing "Filed," together with his official title and thedate and time of filing, on both the original and the document copy and on thereceipt for the filing fee. The secretary of state may prescribe rules forfiling of electronic transmissions. After filing a document, except as providedin W.S. 17-28-103, the secretary of state shall deliver the document copy, withthe filing fee receipt (or acknowledgement of receipt if no fee is required)attached, to the domestic or foreign corporation or its representative. Thesecretary of state, in his discretion, may issue a certificate evidencing thefiling of a document upon the payment of the requisite fee.

 

(c) If the secretary of state refuses to file a document, heshall return it to the domestic or foreign corporation or its representativewithin five (5) days after the document was delivered, together with a brief,written explanation of the reason for his refusal.

 

(d) The secretary of state's duty to file documents under thissection is ministerial. His filing or refusing to file a document does not:

 

(i) Affect the validity or invalidity of the document in wholeor part;

 

(ii) Relate to the correctness or incorrectness of informationcontained in the document; or

 

(iii) Create a presumption that the document is valid or invalidor that information contained in the document is correct or incorrect.

 

17-16-126. Appeal from secretary of state's refusal to file document.

 

 

(a) If the secretary of state refuses to file a documentdelivered to his office for filing, the domestic or foreign corporation may,within thirty (30) days after the return of the document, appeal the refusal tothe district court of the county where the corporation's principal office islocated in the state or, if the corporation does not have a principal office inthe state, the district court of the county where its registered office is orwill be located, or the district court of the county of residence of anincorporator for a domestic corporation, or in the district court of Laramiecounty. The appeal is commenced by petitioning the court to compel filing thedocument and by attaching to the petition the document and the secretary ofstate's explanation of his refusal to file.

 

(b) The court may summarily order the secretary of state tofile the document or take other action the court considers appropriate.

 

(c) The court's final decision may be appealed as in othercivil proceedings.

 

17-16-127. Evidentiary effect of copy of filed document.

 

Acertificate from the secretary of state delivered with a copy of a documentfiled by the secretary of state is conclusive evidence that the originaldocument is on file with the secretary of state.

 

17-16-128. Certificate of existence.

 

 

(a) Anyone may apply to the secretary of state to furnish acertificate of existence for a domestic corporation or a certificate ofauthorization for a foreign corporation.

 

(b) A certificate of existence or authorization sets forth:

 

(i) The domestic corporation's corporate name or the foreigncorporation's corporate name used in this state;

 

(ii) That:

 

(A) The domestic corporation is duly incorporated under the lawof this state, the date of its incorporation, and the period of its duration ifless than perpetual; or

 

(B) The foreign corporation is authorized to transact businessin this state.

 

(iii) That all fees, taxes, and penalties owed to this state havebeen paid, if:

 

(A) Payment is reflected in the records of the secretary ofstate; and

 

(B) Nonpayment affects the existence or authorization of thedomestic or foreign corporation.

 

(iv) That its most recent annual report required by W.S.17-16-1630 has been filed by the secretary of state;

 

(v) That articles of dissolution have not been filed; and

 

(vi) Other facts of record in the office of the secretary ofstate that may be requested by the applicant.

 

(c) Subject to any qualification stated in the certificate, acertificate of existence or authorization issued by the secretary of state maybe relied upon as conclusive evidence that the domestic or foreign corporationis in existence or is authorized to transact business in this state.

 

17-16-129. Repealed by Laws 2008, Ch. 91, 3.

 

17-16-130. Powers.

 

Thesecretary of state has the power reasonably necessary to perform the dutiesrequired of him by this act. The secretary of state shall promulgatereasonable forms, rules and regulations necessary to carry out the purposes ofthis act.

 

17-16-140. Definitions.

 

(a) In this act:

 

(i) "Articles of incorporation" means the originalarticles of incorporation, all amendments thereof and any other documentspermitted or required to be filed by a domestic business corporation with thesecretary of state under any provision of this act. If an amendment of thearticles or any other document filed under this act restates the articles intheir entirety thenceforth the articles shall not include any prior documents;

 

(ii) "Authorized shares" means the shares of allclasses a domestic or foreign corporation is authorized to issue;

 

(iii) "Conspicuous" means so written that a reasonableperson against whom the writing is to operate should have noticed it. Forexample, printing in italics or boldface or contrasting color, or typing incapitals or underlined, is conspicuous;

 

(iv) "Corporation" or "domestic corporation"means a corporation for profit, which is not a foreign corporation,incorporated under or subject to the provisions of this act;

 

(v) "Deliver" or "delivery" means anymethod of delivery used in conventional commercial practice, including deliveryby hand, mail, commercial delivery and electronic transmission;

 

(vi) "Distribution" means a direct or indirecttransfer of money or other property, except the corporation's own shares, orincurrence of indebtedness by a corporation to or for the benefit of itsshareholders in respect of any of its shares. A distribution may be in the formof a declaration or payment of a dividend, a purchase, redemption, or otheracquisition of shares, a distribution of indebtedness, or otherwise;

 

(vii) "Domestic unincorporated entity" means anunincorporated entity whose internal affairs are governed by the laws of thisstate;

 

(viii) "Effective date of notice" is defined in W.S.17-16-141;

 

(ix) "Electronic transmission" or "transmittedelectronically" means any process of communication not directly involvingthe physical transfer of paper that is suitable for the retention, retrievaland reproduction of information by the recipient;

 

(x) "Eligible entity" means a domestic or foreignunincorporated entity or a domestic or foreign nonprofit corporation;

 

(xi) "Eligible interests" means interests;

 

(xii) "Employee" includes an officer but not adirector. A director may accept duties that make him also an employee;

 

(xiii) "Entity" includes domestic corporation andforeign corporation, domestic nonprofit corporation and foreign nonprofitcorporation, domestic and foreign profit and not-for-profit unincorporatedassociation, business trust, statutory trust, estate, partnership, trust, ortwo (2) or more persons having a joint or common economic interest, and state,United States or foreign government;

 

(xiv) "Expenses" means reasonable expenses of any kindthat are incurred in connection with a matter, including but not limited toattorney and expert witness fees;

 

(xv) "Foreign corporation" means a corporation forprofit incorporated under a law other than the law of this state;

 

(xvi) "Governmental subdivision" includes authority,county, district, municipality, and any other political subdivision;

 

(xvii) "Includes" denotes a partial definition;

 

(xviii) "Individual" means a natural person and includesthe estate of an incompetent or deceased individual;

 

(xix) "Interest" means either or both of the followingrights under the organic law of an unincorporated entity:

 

(A) The right to receive distributions from the entity eitherin the ordinary course or upon liquidation; or

 

(B) The right to receive notice or vote on issues involving itsinternal affairs, other than as an agent, assignee, proxy or person responsiblefor managing its business and affairs.

 

(xx) "Interest holder" means a person who holds ofrecord an interest;

 

(xxi) "Means" denotes an exhaustive definition;

 

(xxii) "Net assets" means the amount by which the totalassets of a corporation exceed the total debts of the corporation;

 

(xxiii) "Notice" is defined in W.S. 17-16-141;

 

(xxiv) "Organic document" means a public organicdocument or a private organic document;

 

(xxv) "Organic law" means the statute governing theinternal affairs of a domestic or foreign business or nonprofit corporation orunincorporated entity;

 

(xxvi) "Owner liability" means personal liability for adebt, obligation or liability of a domestic or foreign business or nonprofitcorporation or unincorporated entity that is imposed on a person:

 

(A) Solely by reason of the person's status as a shareholder orinterest holder; or

 

(B) By the articles of incorporation, bylaws or an organicdocument under a provision of the organic law of an entity authorizing thearticles of incorporation, bylaws or an organic document to make one (1) ormore specified shareholders or interest holders liable in their capacity asshareholders or interest holders for all or specified debts, obligations orliabilities of the entity.

 

 

(xxvii) "Person" includes an individual, partnership,joint venture, corporation, joint stock company, limited liability company orany other association or entity, public or private;

 

(xxviii) "Principal office" means the office within oroutside of this state, so designated in the annual report;

 

(xxix) "Private organic document" means any documentother than the public organic document, if any, that determines the internalgovernance of an unincorporated entity. Where a private organic document hasbeen amended or restated, the term means the private organic document as lastamended or restated;

 

(xxx) "Proceeding" includes civil suit and criminal,administrative, and investigatory action;

 

(xxxi) "Public corporation" means a corporation that hasshares listed on a national securities exchange or regularly traded in a marketmaintained by one (1) or more members of a national securities association;

 

(xxxii) "Public organic document" means the document, ifany, that is filed of public record to create an unincorporated entity. Wherea public organic document has been amended or restated, the term means thepublic organic document as last amended or restated;

 

 

(xxxiii) "Qualified director" is defined in W.S.17-16-143;

 

(xxxiv) "Record date" means the date established underarticle 6 or 7 on which a corporation determines the identity of itsshareholders and their shareholdings for purposes of this act. Thedeterminations shall be made as of the close of business on the record dateunless another time for doing so is specified when the record date is fixed;

 

(xxxv) "Registered agent" means as provided in W.S.17-28-101 through 17-28-111;

 

(xxxvi) "Secretary" means the corporate officer to whomthe board of directors has delegated responsibility under W.S. 17-16-840(c) forcustody of the minutes of the meetings of the board of directors and of theshareholders and for authenticating records of the corporation;

 

(xxxvii) "Shareholder" means the person in whose nameshares are registered in the records of a corporation or the beneficial ownerof shares to the extent of the rights granted by a nominee certificate on filewith a corporation;

 

(xxxviii) "Shares" means the units into which theproprietary interests in a corporation are divided;

 

(xxxix) "Sign" or "signature" includes anymanual, facsimile, conformed or electronic signature;

 

(xl) "State," when referring to a part of the UnitedStates, includes a state and commonwealth, and their agencies and governmentalsubdivisions, and a territory and insular possession, and their agencies andgovernmental subdivisions, of the United States;

 

(xli) "Subscriber" means a person who subscribes forshares in a corporation, whether before or after incorporation;

 

(xlii) "Unincorporated entity" means an organization orartificial legal person that either has a separate legal existence or has thepower to acquire an estate in real property in its own name and that is not anyof the following: a domestic or foreign business or nonprofit corporation, anestate, a trust, a state, the United States or a foreign government. The termincludes, but is not limited to, a general partnership, limited liabilitycompany, limited partnership, limited liability limited partnership, registeredlimited liability partnership, business trust, statutory trust, cooperative, jointstock association, joint venture and unincorporated nonprofit association;

 

(xliii) "United States" includes district, authority,bureau, commission, department, and any other agency of the United States;

 

(xliv) "Voting group" means all shares of one (1) ormore classes or series that under the articles of incorporation or this act areentitled to vote and be counted together collectively on a matter at a meetingof shareholders. All shares entitled by the articles of incorporation or thisact to vote generally on the matter are for that purpose a single voting group;

 

(xlv) "Voting power" means the current power to vote inthe election of directors;

 

(xlvi) "This act" means W.S. 17-16-101 through17-16-1820.

 

17-16-141. Notice.

 

(a) Notice under this act shall be in writing unless oralnotice is reasonable under the circumstances. Notice by electronictransmission is written notice.

 

(b) Notice may be communicated in person; by telephone,telegraph, teletype, or other form of wire or wireless communication; or bymail or private carrier. If these forms of personal notice are impracticable,notice may be communicated by a newspaper of general circulation in the areawhere published; or by radio, television, or other form of public broadcast communication.

 

(c) Written notice by a domestic or foreign corporation to itsshareholder, if in a comprehensible form, is effective:

 

(i) Upon deposit in the United States mail, if mailed postpaidand correctly addressed to the shareholder's address shown in the corporation'scurrent record of the shareholders; or

 

(ii) When electronically transmitted to the shareholder in amanner authorized by the shareholder.

 

(d) Written notice to a domestic or foreign corporationauthorized to transact business in this state may be addressed to itsregistered agent at its registered office or to the corporation or itssecretary at its principal office shown in its most recent annual report or, inthe case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority.

 

(e) Except as provided in subsection (c) of this section,written notice, if in a comprehensible form, is effective at the earliest ofthe following:

 

(i) When received;

 

(ii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed; or

 

(iii) On the date shown on the return receipt, if sent byregistered or certified mail, or comparable private carrier, return receiptrequested, and the receipt is signed, either manually or in facsimile, by or onbehalf of the addressee.

 

(f) Oral notice is effective when communicated if communicatedin a comprehensible manner.

 

(g) If this act prescribes notice requirements for particularcircumstances, those requirements govern. If articles of incorporation orbylaws prescribe notice requirements, not inconsistent with this section orother provisions of this act, those requirements govern.

 

17-16-142. Number of shareholders.

 

 

(a) For purposes of this act, the following identified as ashareholder in a corporation's current record of shareholders constitutes one(1) shareholder:

 

(i) Three (3) or fewer coowners;

 

(ii) A corporation, partnership, trust, estate, or other entity;or

 

(iii) The trustees, guardians, custodians, or other fiduciariesof a single trust, estate, or account.

 

(b) For purposes of this act, shareholdings registered insubstantially similar names constitute one (1) shareholder if it is reasonableto believe that the names represent the same person.

 

17-16-143. Qualified director.

 

(a) A "qualified director" is a director who, at thetime action is to be taken under:

 

(i) W.S. 17-16-744, does not have:

 

(A) A material interest in the outcome of the proceeding; or

 

(B) A material relationship with a person who has such aninterest.

 

(ii) W.S. 17-16-853 or 17-16-855:

 

(A) Is not a party to the proceeding;

 

(B) Is not a director as to whom a transaction is a director'sconflicting interest transaction or who sought a disclaimer of thecorporation's interest in a business opportunity under W.S. 17-16-870, whichtransaction or disclaimer is challenged in the proceeding; and

 

(C) Does not have a material relationship with a directordescribed in either subparagraph (A) or (B) of this paragraph.

 

(iii) W.S. 17-16-862, is not a director as to whom thetransaction is a director's conflicting interest transaction, or a director whohas a material relationship with another director as to whom the transaction isa director's conflicting interest transaction; or

 

(iv) W.S. 17-16-870, would be a qualified director underparagraph (iii) of this subsection if the business opportunity were adirector's conflicting interest transaction.

 

(b) For purposes of this section:

 

(i) "Material interest" means an actual or potentialbenefit or detriment, other than one which would devolve on the corporation orthe shareholders generally, that would reasonably be expected to impair theobjectivity of the director's judgment when participating in the action to betaken;

 

(ii) "Material relationship" means a familial,financial, professional, employment or other relationship that would reasonablybe expected to impair the objectivity of the director's judgment when participatingin the action to be taken.

 

(c) The presence of one (1) or more of the followingcircumstances shall not automatically prevent a director from being a qualifieddirector:

 

(i) Nomination or election of the director to the current boardby any director who is not a qualified director with respect to the matter, orby any person that has a material relationship with that director, acting aloneor participating with others;

 

(ii) Service as a director of another corporation of which adirector who is not a qualified director with respect to the matter, or anyindividual who has a material relationship with that director, is or was also adirector; or

 

(iii) With respect to action to be taken under W.S. 17-16-744,status as a named defendant, as a director against whom action is demanded oras a director who approved the conduct being challenged.

 

17-16-144. Reserved.

 

ARTICLE 2 - INCORPORATION

 

17-16-201. Incorporators.

 

One(1) or more persons may act as the incorporator or incorporators of acorporation by delivering articles of incorporation to the secretary of statefor filing.

 

17-16-202. Articles of incorporation.

 

(a) The articles of incorporation shall set forth:

 

(i) A corporate name for the corporation that satisfies therequirements of W.S. 17-16-401;

 

(ii) The number of shares the corporation is authorized toissue, which may be unlimited if so stated;

 

(iii) The street address of the corporation's initial registeredoffice and the name of its initial registered agent at that office; and

 

(iv) The name and address of each incorporator.

 

(b) The articles of incorporation may set forth:

 

(i) The names and addresses of the individuals who are to serveas the initial directors;

 

(ii) Provisions not inconsistent with law including:

 

(A) The purpose or purposes for which the corporation isorganized;

 

(B) Managing the business and regulating the affairs of thecorporation;

 

(C) Defining, limiting, and regulating the powers of thecorporation, its board of directors, and shareholders;

 

(D) A par value for authorized shares or classes of shares;

 

(E) The imposition of personal liability on shareholders forthe debts of the corporation to a specified extent and upon specifiedconditions.

 

(iii) Any provision that under this act is required or permittedto be set forth in the bylaws;

 

(iv) A provision eliminating or limiting the liability of adirector to the corporation or its shareholders for money damages for anyaction taken, or any failure to take any action, as a director, exceptliability for:

 

(A) The amount of financial benefit received by a director towhich he is not entitled;

 

(B) An intentional infliction of harm on the corporation orshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law; and

 

(v) A provision permitting or making obligatory indemnificationof a director for liability (as defined in W.S. 17-16-850(a)(iii)) to anyperson for any action taken, or failure to take any action, as a director,except liability for:

 

(A) Receipt of a financial benefit to which he is not entitled;

 

(B) An intentional infliction of harm on the corporation or itsshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law.

 

(c) The articles of incorporation need not set forth any of thecorporate powers enumerated in this act.

 

(d) Reserved.

 

(e) The articles of incorporation shall be accompanied by awritten consent to appointment signed by the registered agent.

 

17-16-203. Incorporation.

 

(a) Unless a delayed effective date is specified, the corporateexistence becomes effective when the articles of incorporation are filed.

 

(b) The secretary of state's filing of the articles ofincorporation is conclusive proof that the incorporators satisfied allconditions precedent to incorporation except in a proceeding by the state tocancel or revoke the incorporation or involuntarily dissolve the corporation.

 

17-16-204. Liability for preincorporation transactions.

 

Allpersons purporting to act as or on behalf of a corporation, knowing there wasno incorporation under this act, are jointly and severally liable for allliabilities created while so acting.

 

17-16-205. Organization of corporation.

 

(a) After incorporation:

 

(i) If initial directors are named in the articles ofincorporation, the initial directors shall hold an organizational meeting, atthe call of a majority of the directors, to complete the organization of thecorporation by appointing officers, adopting bylaws, and carrying on any otherbusiness brought before the meeting;

 

(ii) If initial directors are not named in the articles, theincorporator or incorporators shall hold an organizational meeting at the callof a majority of the incorporators to:

 

(A) Elect directors and complete the organization of thecorporation; or

 

(B) Elect a board of directors who shall complete theorganization of the corporation.

 

(b) Action required or permitted by this act to be taken byincorporators at an organizational meeting may be taken without a meeting ifthe action taken is evidenced by one (1) or more written consents describingthe action taken and signed by each incorporator.

 

(c) An organizational meeting may be held within or outside ofthis state.

 

(d) Within sixty (60) days after filing articles ofincorporation, a corporation shall provide information to its registered agentas required by W.S. 17-28-107.

 

17-16-206. Bylaws.

 

 

(a) The incorporators or board of directors of a corporationshall adopt initial bylaws for the corporation.

 

(b) The bylaws of a corporation may contain any provision formanaging the business and regulating the affairs of the corporation that is notinconsistent with law or the articles of incorporation.

 

(c) If bylaws are not adopted:

 

(i) An annual meeting shall be held within three (3) monthsafter the close of the corporation's fiscal year;

 

(ii) The required officers shall be the president, the secretaryand the treasurer; and

 

(iii) Bylaws may be adopted at any director or shareholdermeeting.

 

17-16-207. Emergency bylaws.

 

 

(a) Unless the articles of incorporation provide otherwise, theboard of directors of a corporation may adopt bylaws to be effective only in anemergency defined in subsection (d) of this section. The emergency bylaws,which are subject to amendment or repeal by the shareholders, may make allprovisions necessary for managing the corporation during the emergency,including:

 

(i) Procedures for calling a meeting of the board of directors;

 

(ii) Quorum requirements for the meeting; and

 

(iii) Designation of additional or substitute directors.

 

(b) All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. The emergency bylawsare not effective after the emergency ends.

 

(c) Corporate action taken in good faith in accordance with theemergency bylaws:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

ARTICLE 3 - PURPOSES AND POWERS

 

17-16-301. Purposes.

 

 

(a) Every corporation incorporated under this act has thepurpose of engaging in any lawful business unless a more limited purpose is setforth in the articles of incorporation.

 

(b) A corporation engaging in a business that is subject toregulation under another statute of this state may incorporate under this actonly if permitted by, and subject to all limitations of, the other statute.

 

17-16-302. General powers.

 

 

(a) Unless its articles of incorporation provide otherwise,every corporation has perpetual duration and succession in its corporate nameand has the same powers as an individual to do all things necessary orconvenient to carry out its business and affairs, including without limitationpower to:

 

(i) Sue and be sued, complain and defend in its corporate name;

 

(ii) Have a corporate seal, which may be altered at will, and touse it, or a facsimile of it, by impressing or affixing it or in any othermanner reproducing it;

 

(iii) Make and amend bylaws, not inconsistent with its articlesof incorporation or with the laws of this state, for managing the business andregulating the affairs of the corporation;

 

(iv) Purchase, receive, lease, or otherwise acquire, and own,hold, improve, use, and otherwise deal with, real or personal property, or anylegal or equitable interest in property, wherever located;

 

(v) Sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of its property;

 

(vi) Purchase, receive, subscribe for, or otherwise acquire;own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of;and deal in and with shares or other interests in, or obligations of, any otherentity;

 

(vii) Make contracts and guarantees, incur liabilities, borrowmoney, issue its notes, bonds, and other obligations which may be convertibleinto or include the option to purchase other securities of the corporation, andsecure any of its obligations by mortgage or pledge of any of its property,franchises, or income;

 

(viii) Lend money, invest and reinvest its funds, and receive andhold real and personal property as security for repayment;

 

(ix) Be a promoter, partner, member, associate, or manager ofany partnership, joint venture, trust, or other entity;

 

(x) Conduct its business, locate offices, and exercise thepowers granted by this act within or without this state;

 

(xi) Elect directors and appoint officers, employees, and agentsof the corporation, define their duties, fix their compensation, and lend themmoney and credit;

 

(xii) Pay pensions and establish pension plans, pension trusts,profit sharing plans, share bonus plans, share option plans, and benefit orincentive plans for any or all of its current or former directors, officers,employees, and agents;

 

(xiii) Make donations for the public welfare or for charitable,scientific, or educational purposes;

 

(xiv) Transact any lawful business; and

 

(xv) Make payments or donations, or do any other act, notinconsistent with law, that furthers the business and affairs of thecorporation.

 

17-16-303. Emergency powers.

 

 

(a) In anticipation of or during an emergency defined insubsection (d) of this section, the board of directors of a corporation may:

 

(i) Modify lines of succession to accommodate the incapacity ofany director, officer, employee, or agent; and

 

(ii) Relocate the principal office, designate alternativeprincipal offices or regional offices, or authorize the officers to do so.

 

(b) During an emergency defined in subsection (d) of thissection, unless emergency bylaws provide otherwise:

 

(i) Notice of a meeting of the board of directors need be givenonly to those directors whom it is practicable to reach and may be given in anypracticable manner, including by publication and radio; and

 

(ii) One (1) or more officers of the corporation present at ameeting of the board of directors may be deemed to be directors for themeeting, in order of rank and within the same rank in order of seniority, asnecessary to achieve a quorum.

 

(c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary business affairs of the corporation:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for the purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

17-16-304. Ultra vires.

 

 

(a) Except as provided in subsection (b) of this section, thevalidity of corporate action may not be challenged on the ground that thecorporation lacks or lacked power to act.

 

(b) A corporation's power to act may be challenged in aproceeding by:

 

(i) A shareholder against the corporation to enjoin the act;

 

(ii) The corporation, directly, derivatively, or through areceiver, trustee, or other legal representative, against an incumbent orformer director, officer, employee, or agent of the corporation; or

 

(iii) The attorney general under W.S. 17-16-1430.

 

(c) In a shareholder's proceeding under paragraph (b)(i) ofthis section to enjoin an unauthorized corporate act the court may enjoin orset aside the act, if equitable and if all affected persons are parties to theproceeding, and may award damages for loss, other than anticipated profits,suffered by the corporation or another party because of enjoining theunauthorized act.

 

ARTICLE 4 - NAME

 

17-16-401. Corporate name.

 

(a) A corporate name may not contain language stating orimplying that the corporation is organized for a purpose other than thatpermitted by W.S. 17-16-301 and its articles of incorporation.

 

(b) Except as authorized by subsections (c) and (d) of thissection, a corporate name shall not be the same as, or deceptively similar toany trademark or service mark registered in this state and shall bedistinguishable upon the records of the secretary of state from the name of anyprofit or nonprofit corporation, trade name, limited liability company,statutory trust company, limited partnership or other business entityorganized, continued or domesticated under the laws of this state or licensedor registered as a foreign profit or nonprofit corporation, foreign limitedpartnership, foreign joint stock company, foreign statutory trust company,foreign limited liability company or other foreign business entity in thisstate or any fictitious or reserved name.

 

(c) A corporation may apply to the secretary of state forauthorization to use a name that is not distinguishable upon the secretary ofstate's records from one (1) or more of the names described in subsection (b)of this section. The secretary of state shall authorize use of the nameapplied for if:

 

(i) The other person whose name is not distinguishable from thename which the applicant desires to register or reserve, irrevocably consentsto the use in writing and submits an undertaking in a form satisfactory to thesecretary of state to change its name to a name that is distinguishable uponthe records of the secretary of state from the name of the applicant; or

 

(ii) The applicant delivers to the secretary of state acertified copy of the final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for in this state.

 

(d) A corporation may use the name, including the fictitiousname, of another domestic or foreign corporation that is used in this state ifthe other corporation is incorporated or authorized to transact business inthis state and the proposed user corporation:

 

(i) Has merged with the other corporation; or

 

(ii) Has been formed by reorganization of the other corporation;or

 

(iii) Has acquired all or substantially all of the assets,including the corporate name, of the other corporation; or

 

(iv) Repealed By Laws 1996, ch. 80, 3.

 

(v) Where the other corporation is affiliated with the proposeduser corporation and has consented in writing to the use of the name by theproposed user corporation, and the written consent also sets forth adescription of a proposed merger, consolidation, dissolution, amendment toarticles of incorporation or other intended corporate action which establishesto the reasonable satisfaction of the secretary of state that the coexistenceof two (2) corporations using the same name will not continue for more than onehundred twenty (120) days.

 

(e) This act does not control the use of fictitious names.

 

(f) A name is distinguishable from other names, on the recordsof the secretary of state, if it contains one (1) or more different letters ornumerals, or if it has a different sequence of letters or numerals from theother names on the secretary of state's records. Differences which are notdistinguishable are:

 

(i) Thewords or abbreviations of the words "corporation,""company," "incorporated," "limited partnership,""L.P.," "limited," "ltd.," "limitedliability company," "limited company," "L.C." or"L.L.C.";

 

(ii) Thepresence or absence of the words or symbols of the words "the,""and" or "a";

 

(iii) Differences in punctuation and special characters;

 

(iv) Differences in capitalization; or

 

(v) Differences between singular and plural forms of words.

 

(g) The secretary of state has the power and authorityreasonably necessary to interpret and efficiently administer this section andto perform the duties imposed by this section.

 

17-16-402. Reserved name.

 

(a) A person may apply to reserve the exclusive use of acorporate name, including a fictitious name for a foreign corporation whosecorporate name is not available, by delivering an application to the secretaryof state for filing. The application shall set forth the name and address ofthe applicant and the name proposed to be reserved. If the secretary of statefinds that the corporate name applied for is available, he shall reserve thename for the applicant's exclusive use for a nonrenewable one hundred twenty(120) day period.

 

(b) The owner of a reserved corporate name may transfer thereservation to another person by delivering to the secretary of state amanually signed notice of the transfer that states the name and address of thetransferee.

 

17-16-403. Reserved.

 

ARTICLE 5 - OFFICE AND AGENT

 

17-16-501. Registered office and registered agent.

 

(a) Each corporation shall continuously maintain in this state:

 

(i) A registered office as provided in W.S. 17-28-101 through17-28-111; and

 

(ii) A registered agent as provided in W.S. 17-28-101 through17-28-111.

 

(A) Repealed by Laws 2008, Ch. 90, 3.

 

(B) Repealed by Laws 2008, Ch. 90, 3.

 

(C) Repealed by Laws 2008, Ch. 90, 3.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all corporations.

 

17-16-502. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-503. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-504. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-505. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-506. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-507. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-508. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-509. Repealed by Laws 2008, Ch. 90, 3.

 

ARTICLE 6 - SHARES AND DISTRIBUTIONS

 

17-16-601. Authorized shares.

 

(a) The articles of incorporation shall set forth the classesof shares and series of shares within a class, and the number, which may beunlimited, of shares of each class and series that the corporation isauthorized to issue. If more than one (1) class or series of shares isauthorized, the articles of incorporation shall prescribe a distinguishingdesignation for each class or series, and shall prescribe, prior to theissuance of shares of a class or series, the terms, including preferences,rights and limitations of that class or series. Except to the extent varied aspermitted by this section, all shares of a class or series shall have terms,including preferences, rights and limitations that are identical with those ofother shares of the same class or series.

 

(b) The articles of incorporation shall authorize:

 

(i) One (1) or more classes or series of shares that togetherhave unlimited voting rights; and

 

(ii) One (1) or more classes or series of shares, which may bethe same class or classes as those with voting rights, that together areentitled to receive the net assets of the corporation upon dissolution.

 

(c) The articles of incorporation may authorize one (1) or moreclasses or series of shares that:

 

(i) Have special, conditional, or limited voting rights, or noright to vote, except to the extent otherwise provided by this act;

 

(ii) Are redeemable or convertible as specified in the articlesof incorporation:

 

(A) At the option of the corporation, the shareholder, oranother person or upon the occurrence of a specified event;

 

(B) For cash, indebtedness, securities, or other property; and

 

(C) At prices and in amounts specified or determined inaccordance with a formula.

 

(iii) Entitle the holders to distributions calculated in anymanner, including dividends that may be cumulative, noncumulative, or partiallycumulative; or

 

(iv) Have preference over any other class or series of shareswith respect to distributions, including distributions upon the dissolution ofthe corporation.

 

(d) Terms of shares may be made dependent upon factsobjectively ascertainable outside the articles of incorporation.

 

(e) Any of the terms of shares may vary among holders of thesame class or series so long as such variations are expressly set forth in thearticles of incorporation.

 

(f) The description of the preferences, rights and limitationsof classes or series of shares in subsection (c) of this section is notexhaustive.

 

17-16-602. Terms of class or series determined by board of directors.

 

(a) If the articles of incorporation so provide, the board ofdirectors is authorized, without shareholder approval, to:

 

(i) Classify any unissued shares into one (1) or more classesor into one (1) or more series within a class;

 

(ii) Reclassify any unissued shares of any class into one (1) ormore classes or into one (1) or more series within one (1) or more classes; or

 

(iii) Reclassify any unissued shares of any series of any classinto one (1) or more classes or into one (1) or more series within a class.

 

(b) If the board of directors acts pursuant to subsection (a)of this section, it shall determine the terms, including the preferences,rights and limitations, to the same extent permitted under W.S. 17-16-601, of:

 

(i) Any class of shares before the issuance of any shares ofthat class; or

 

(ii) Any series within a class before the issuance of any sharesof that series.

 

(c) Before issuing any shares of a class or series createdunder this section, the corporation shall deliver to the secretary of state forfiling articles of amendment effecting the provisions of this section inaccordance with article 10 of this act and setting forth the terms determinedunder subsection (a) of this section.

 

17-16-603. Issued and outstanding shares.

 

 

(a) A corporation may issue the number of shares of each classor series authorized by the articles of incorporation. Shares that are issuedare outstanding shares until they are reacquired, redeemed, converted, orcancelled.

 

(b) The reacquisition, redemption, or conversion of outstandingshares is subject to the limitations of subsection (c) of this section and toW.S. 17-16-640.

 

(c) At all times that shares of the corporation areoutstanding, one (1) or more shares that together have unlimited voting rightsand one (1) or more shares that together are entitled to receive the net assetsof the corporation upon dissolution shall be outstanding.

 

17-16-604. Fractional shares.

 

 

(a) A corporation may:

 

(i) Issue fractions of a share or pay in money the value offractions of a share;

 

(ii) Arrange for disposition of fractional shares by theshareholders; or

 

(iii) Issue scrip in registered or bearer form entitling theholder to receive a full share upon surrendering enough scrip to equal a fullshare.

 

(b) Each certificate representing scrip shall be conspicuouslylabeled "scrip" and shall contain the information required by W.S.17-16-625(b).

 

(c) The holder of a fractional share is entitled to exercisethe rights of a shareholder, including the right to vote, to receive dividends,and to participate in the assets of the corporation upon liquidation. Theholder of scrip is not entitled to any of these rights unless the scripprovides for them.

 

(d) The board of directors may authorize the issuance of scripsubject to any condition considered desirable, including:

 

(i) That the scrip will become void if not exchanged for fullshares before a specified date; and

 

(ii) That the shares for which the scrip is exchangeable may besold and the proceeds paid to the scripholders.


State Codes and Statutes

State Codes and Statutes

Statutes > Wyoming > Title17 > Chapter16

CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT

 

ARTICLE 1 - GENERAL PROVISIONS

 

17-16-101. Short title.

 

Thisact shall be known and may be cited as the "Wyoming Business CorporationAct."

 

17-16-102. Reservation of power to amend or repeal.

 

Thelegislature has power to amend or repeal all or part of this act at any timeand all domestic and foreign corporations subject to this act are governed bythe amendment or repeal.

 

17-16-120. Requirements for documents.

 

(a) A document shall satisfy the requirements of this section,and of any other section that adds to or varies from these requirements, to beentitled to filing by the secretary of state.

 

(b) This act shall require or permit filing the document in theoffice of the secretary of state.

 

(c) The document shall contain the information required by thisact. It may contain other information as well.

 

(d) The document shall be typewritten or printed or, ifelectronically transmitted, it shall be in a format that can be retrieved orreproduced in typewritten or printed form.

 

(e) The document shall be in the English language. A corporatename need not be in English if written in English letters or Arabic or Romannumerals, and the certificate of existence required of foreign corporationsneed not be in English if accompanied by an English translation acceptable tothe secretary of state.

 

(f) The document shall be executed:

 

(i) By the chairman of the board of directors of a domestic orforeign corporation, by its president, or by another of its officers;

 

(ii) If directors have not been selected or the corporation hasnot been formed, by an incorporator; or

 

(iii) If the corporation is in the hands of a receiver, trustee,or other court-appointed fiduciary, by that fiduciary.

 

(g) The person executing the document shall sign it and shallstate beneath or opposite his signature his name and the capacity in which hesigns. The document may but need not contain:

 

(i) The corporate seal;

 

(ii) An attestation by the secretary or an assistant secretary;

 

(iii) An acknowledgment, verification or proof.

 

(h) If the secretary of state has prescribed a mandatory formfor the document under W.S. 17-16-121, the document shall be in or on theprescribed form.

 

(i) The document shall be delivered to the office of thesecretary of state for filing. Delivery may be made by electronic transmissionif and to the extent permitted by the secretary of state. If it is filed intypewritten or printed form and not transmitted electronically, the secretaryof state may require one (1) exact copy to be delivered with the document,except as provided in W.S. 17-28-103.

 

(j) When the document is delivered to the office of thesecretary of state for filing, the correct filing fee, and any franchise tax, licensefee or penalty required to be paid therewith by this act or other law shall bepaid or provision for payment made in a manner provided by the secretary ofstate.

 

(k) Reserved.

 

17-16-121. Forms.

 

 

(a) If the secretary of state so requires, use of formsprovided 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 corporation's application for a certificate ofauthority to transact business in this state;

 

(iii) A foreign corporation's application for a certificate ofwithdrawal;

 

(iv) The annual report;

 

(v) A foreign corporation's application for a certificate ofcontinuance;

 

(vi) An application for a certificate of transfer;

 

(vii) A foreign corporation's application for certificate ofdomestication; and

 

(viii) A consent of registered agent to appointment.

 

(b) The secretary of state may prescribe and furnish on requestforms for other documents required or permitted to be filed by this act buttheir use is not mandatory.

 

17-16-122. Filing, service and copying fees.

 

Thesecretary of state shall set and collect filing, service and copying fees torecover his costs to administer this act. Fees shall not exceed the costs ofproviding these services.

 

17-16-123. Effective time and date of document.

 

(a) Except as provided in subsection (b) of this section andW.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 iseffective:

 

(i) As of the time received for filing, as evidenced by suchmeans as the secretary of state may use for the purpose of recording the dateand time of filing; or

 

(ii) At the time specified in the document as its effective timeon the date it is filed.

 

(b) A document may specify a delayed effective time and date,and if it does so the document becomes effective at the time and datespecified. If a delayed effective date but no time is specified, the documentis effective at the close of business on that date. A delayed effective datefor a document may not be later than the ninetieth (90th) day after the date itis filed.

 

17-16-124. Correcting filed document.

 

(a) A domestic or foreign corporation may correct a document filedwith the secretary of state if the document:

 

(i) Contains an inaccuracy;

 

(ii) Was defectively executed, attested, sealed, verified, oracknowledged; or

 

(iii) The electronic transmission was defective.

 

(b) A document is corrected:

 

(i) By preparing articles of correction that:

 

(A) Describe the document, including its filing date, or attacha copy of the document to the articles of correction;

 

(B) Specify the inaccuracy or defect to be corrected; and

 

(C) Correct the inaccuracy or defect.

 

(ii) By delivering the articles of correction to the secretaryof state for filing.

 

(c) Articles of correction are effective on the effective dateof the document they correct except as to persons relying on the uncorrecteddocument and adversely affected by the correction. As to those persons,articles of correction are effective when filed.

 

17-16-125. Filing duty of secretary of state.

 

(a) If a document delivered to the office of the secretary ofstate for filing satisfies the requirements of W.S. 17-16-120, the secretary ofstate shall file the document.

 

(b) The secretary of state files a document by stamping orotherwise endorsing "Filed," together with his official title and thedate and time of filing, on both the original and the document copy and on thereceipt for the filing fee. The secretary of state may prescribe rules forfiling of electronic transmissions. After filing a document, except as providedin W.S. 17-28-103, the secretary of state shall deliver the document copy, withthe filing fee receipt (or acknowledgement of receipt if no fee is required)attached, to the domestic or foreign corporation or its representative. Thesecretary of state, in his discretion, may issue a certificate evidencing thefiling of a document upon the payment of the requisite fee.

 

(c) If the secretary of state refuses to file a document, heshall return it to the domestic or foreign corporation or its representativewithin five (5) days after the document was delivered, together with a brief,written explanation of the reason for his refusal.

 

(d) The secretary of state's duty to file documents under thissection is ministerial. His filing or refusing to file a document does not:

 

(i) Affect the validity or invalidity of the document in wholeor part;

 

(ii) Relate to the correctness or incorrectness of informationcontained in the document; or

 

(iii) Create a presumption that the document is valid or invalidor that information contained in the document is correct or incorrect.

 

17-16-126. Appeal from secretary of state's refusal to file document.

 

 

(a) If the secretary of state refuses to file a documentdelivered to his office for filing, the domestic or foreign corporation may,within thirty (30) days after the return of the document, appeal the refusal tothe district court of the county where the corporation's principal office islocated in the state or, if the corporation does not have a principal office inthe state, the district court of the county where its registered office is orwill be located, or the district court of the county of residence of anincorporator for a domestic corporation, or in the district court of Laramiecounty. The appeal is commenced by petitioning the court to compel filing thedocument and by attaching to the petition the document and the secretary ofstate's explanation of his refusal to file.

 

(b) The court may summarily order the secretary of state tofile the document or take other action the court considers appropriate.

 

(c) The court's final decision may be appealed as in othercivil proceedings.

 

17-16-127. Evidentiary effect of copy of filed document.

 

Acertificate from the secretary of state delivered with a copy of a documentfiled by the secretary of state is conclusive evidence that the originaldocument is on file with the secretary of state.

 

17-16-128. Certificate of existence.

 

 

(a) Anyone may apply to the secretary of state to furnish acertificate of existence for a domestic corporation or a certificate ofauthorization for a foreign corporation.

 

(b) A certificate of existence or authorization sets forth:

 

(i) The domestic corporation's corporate name or the foreigncorporation's corporate name used in this state;

 

(ii) That:

 

(A) The domestic corporation is duly incorporated under the lawof this state, the date of its incorporation, and the period of its duration ifless than perpetual; or

 

(B) The foreign corporation is authorized to transact businessin this state.

 

(iii) That all fees, taxes, and penalties owed to this state havebeen paid, if:

 

(A) Payment is reflected in the records of the secretary ofstate; and

 

(B) Nonpayment affects the existence or authorization of thedomestic or foreign corporation.

 

(iv) That its most recent annual report required by W.S.17-16-1630 has been filed by the secretary of state;

 

(v) That articles of dissolution have not been filed; and

 

(vi) Other facts of record in the office of the secretary ofstate that may be requested by the applicant.

 

(c) Subject to any qualification stated in the certificate, acertificate of existence or authorization issued by the secretary of state maybe relied upon as conclusive evidence that the domestic or foreign corporationis in existence or is authorized to transact business in this state.

 

17-16-129. Repealed by Laws 2008, Ch. 91, 3.

 

17-16-130. Powers.

 

Thesecretary of state has the power reasonably necessary to perform the dutiesrequired of him by this act. The secretary of state shall promulgatereasonable forms, rules and regulations necessary to carry out the purposes ofthis act.

 

17-16-140. Definitions.

 

(a) In this act:

 

(i) "Articles of incorporation" means the originalarticles of incorporation, all amendments thereof and any other documentspermitted or required to be filed by a domestic business corporation with thesecretary of state under any provision of this act. If an amendment of thearticles or any other document filed under this act restates the articles intheir entirety thenceforth the articles shall not include any prior documents;

 

(ii) "Authorized shares" means the shares of allclasses a domestic or foreign corporation is authorized to issue;

 

(iii) "Conspicuous" means so written that a reasonableperson against whom the writing is to operate should have noticed it. Forexample, printing in italics or boldface or contrasting color, or typing incapitals or underlined, is conspicuous;

 

(iv) "Corporation" or "domestic corporation"means a corporation for profit, which is not a foreign corporation,incorporated under or subject to the provisions of this act;

 

(v) "Deliver" or "delivery" means anymethod of delivery used in conventional commercial practice, including deliveryby hand, mail, commercial delivery and electronic transmission;

 

(vi) "Distribution" means a direct or indirecttransfer of money or other property, except the corporation's own shares, orincurrence of indebtedness by a corporation to or for the benefit of itsshareholders in respect of any of its shares. A distribution may be in the formof a declaration or payment of a dividend, a purchase, redemption, or otheracquisition of shares, a distribution of indebtedness, or otherwise;

 

(vii) "Domestic unincorporated entity" means anunincorporated entity whose internal affairs are governed by the laws of thisstate;

 

(viii) "Effective date of notice" is defined in W.S.17-16-141;

 

(ix) "Electronic transmission" or "transmittedelectronically" means any process of communication not directly involvingthe physical transfer of paper that is suitable for the retention, retrievaland reproduction of information by the recipient;

 

(x) "Eligible entity" means a domestic or foreignunincorporated entity or a domestic or foreign nonprofit corporation;

 

(xi) "Eligible interests" means interests;

 

(xii) "Employee" includes an officer but not adirector. A director may accept duties that make him also an employee;

 

(xiii) "Entity" includes domestic corporation andforeign corporation, domestic nonprofit corporation and foreign nonprofitcorporation, domestic and foreign profit and not-for-profit unincorporatedassociation, business trust, statutory trust, estate, partnership, trust, ortwo (2) or more persons having a joint or common economic interest, and state,United States or foreign government;

 

(xiv) "Expenses" means reasonable expenses of any kindthat are incurred in connection with a matter, including but not limited toattorney and expert witness fees;

 

(xv) "Foreign corporation" means a corporation forprofit incorporated under a law other than the law of this state;

 

(xvi) "Governmental subdivision" includes authority,county, district, municipality, and any other political subdivision;

 

(xvii) "Includes" denotes a partial definition;

 

(xviii) "Individual" means a natural person and includesthe estate of an incompetent or deceased individual;

 

(xix) "Interest" means either or both of the followingrights under the organic law of an unincorporated entity:

 

(A) The right to receive distributions from the entity eitherin the ordinary course or upon liquidation; or

 

(B) The right to receive notice or vote on issues involving itsinternal affairs, other than as an agent, assignee, proxy or person responsiblefor managing its business and affairs.

 

(xx) "Interest holder" means a person who holds ofrecord an interest;

 

(xxi) "Means" denotes an exhaustive definition;

 

(xxii) "Net assets" means the amount by which the totalassets of a corporation exceed the total debts of the corporation;

 

(xxiii) "Notice" is defined in W.S. 17-16-141;

 

(xxiv) "Organic document" means a public organicdocument or a private organic document;

 

(xxv) "Organic law" means the statute governing theinternal affairs of a domestic or foreign business or nonprofit corporation orunincorporated entity;

 

(xxvi) "Owner liability" means personal liability for adebt, obligation or liability of a domestic or foreign business or nonprofitcorporation or unincorporated entity that is imposed on a person:

 

(A) Solely by reason of the person's status as a shareholder orinterest holder; or

 

(B) By the articles of incorporation, bylaws or an organicdocument under a provision of the organic law of an entity authorizing thearticles of incorporation, bylaws or an organic document to make one (1) ormore specified shareholders or interest holders liable in their capacity asshareholders or interest holders for all or specified debts, obligations orliabilities of the entity.

 

 

(xxvii) "Person" includes an individual, partnership,joint venture, corporation, joint stock company, limited liability company orany other association or entity, public or private;

 

(xxviii) "Principal office" means the office within oroutside of this state, so designated in the annual report;

 

(xxix) "Private organic document" means any documentother than the public organic document, if any, that determines the internalgovernance of an unincorporated entity. Where a private organic document hasbeen amended or restated, the term means the private organic document as lastamended or restated;

 

(xxx) "Proceeding" includes civil suit and criminal,administrative, and investigatory action;

 

(xxxi) "Public corporation" means a corporation that hasshares listed on a national securities exchange or regularly traded in a marketmaintained by one (1) or more members of a national securities association;

 

(xxxii) "Public organic document" means the document, ifany, that is filed of public record to create an unincorporated entity. Wherea public organic document has been amended or restated, the term means thepublic organic document as last amended or restated;

 

 

(xxxiii) "Qualified director" is defined in W.S.17-16-143;

 

(xxxiv) "Record date" means the date established underarticle 6 or 7 on which a corporation determines the identity of itsshareholders and their shareholdings for purposes of this act. Thedeterminations shall be made as of the close of business on the record dateunless another time for doing so is specified when the record date is fixed;

 

(xxxv) "Registered agent" means as provided in W.S.17-28-101 through 17-28-111;

 

(xxxvi) "Secretary" means the corporate officer to whomthe board of directors has delegated responsibility under W.S. 17-16-840(c) forcustody of the minutes of the meetings of the board of directors and of theshareholders and for authenticating records of the corporation;

 

(xxxvii) "Shareholder" means the person in whose nameshares are registered in the records of a corporation or the beneficial ownerof shares to the extent of the rights granted by a nominee certificate on filewith a corporation;

 

(xxxviii) "Shares" means the units into which theproprietary interests in a corporation are divided;

 

(xxxix) "Sign" or "signature" includes anymanual, facsimile, conformed or electronic signature;

 

(xl) "State," when referring to a part of the UnitedStates, includes a state and commonwealth, and their agencies and governmentalsubdivisions, and a territory and insular possession, and their agencies andgovernmental subdivisions, of the United States;

 

(xli) "Subscriber" means a person who subscribes forshares in a corporation, whether before or after incorporation;

 

(xlii) "Unincorporated entity" means an organization orartificial legal person that either has a separate legal existence or has thepower to acquire an estate in real property in its own name and that is not anyof the following: a domestic or foreign business or nonprofit corporation, anestate, a trust, a state, the United States or a foreign government. The termincludes, but is not limited to, a general partnership, limited liabilitycompany, limited partnership, limited liability limited partnership, registeredlimited liability partnership, business trust, statutory trust, cooperative, jointstock association, joint venture and unincorporated nonprofit association;

 

(xliii) "United States" includes district, authority,bureau, commission, department, and any other agency of the United States;

 

(xliv) "Voting group" means all shares of one (1) ormore classes or series that under the articles of incorporation or this act areentitled to vote and be counted together collectively on a matter at a meetingof shareholders. All shares entitled by the articles of incorporation or thisact to vote generally on the matter are for that purpose a single voting group;

 

(xlv) "Voting power" means the current power to vote inthe election of directors;

 

(xlvi) "This act" means W.S. 17-16-101 through17-16-1820.

 

17-16-141. Notice.

 

(a) Notice under this act shall be in writing unless oralnotice is reasonable under the circumstances. Notice by electronictransmission is written notice.

 

(b) Notice may be communicated in person; by telephone,telegraph, teletype, or other form of wire or wireless communication; or bymail or private carrier. If these forms of personal notice are impracticable,notice may be communicated by a newspaper of general circulation in the areawhere published; or by radio, television, or other form of public broadcast communication.

 

(c) Written notice by a domestic or foreign corporation to itsshareholder, if in a comprehensible form, is effective:

 

(i) Upon deposit in the United States mail, if mailed postpaidand correctly addressed to the shareholder's address shown in the corporation'scurrent record of the shareholders; or

 

(ii) When electronically transmitted to the shareholder in amanner authorized by the shareholder.

 

(d) Written notice to a domestic or foreign corporationauthorized to transact business in this state may be addressed to itsregistered agent at its registered office or to the corporation or itssecretary at its principal office shown in its most recent annual report or, inthe case of a foreign corporation that has not yet delivered an annual report,in its application for a certificate of authority.

 

(e) Except as provided in subsection (c) of this section,written notice, if in a comprehensible form, is effective at the earliest ofthe following:

 

(i) When received;

 

(ii) Five (5) days after its deposit in the United States mail,as evidenced by the postmark, if mailed postpaid and correctly addressed; or

 

(iii) On the date shown on the return receipt, if sent byregistered or certified mail, or comparable private carrier, return receiptrequested, and the receipt is signed, either manually or in facsimile, by or onbehalf of the addressee.

 

(f) Oral notice is effective when communicated if communicatedin a comprehensible manner.

 

(g) If this act prescribes notice requirements for particularcircumstances, those requirements govern. If articles of incorporation orbylaws prescribe notice requirements, not inconsistent with this section orother provisions of this act, those requirements govern.

 

17-16-142. Number of shareholders.

 

 

(a) For purposes of this act, the following identified as ashareholder in a corporation's current record of shareholders constitutes one(1) shareholder:

 

(i) Three (3) or fewer coowners;

 

(ii) A corporation, partnership, trust, estate, or other entity;or

 

(iii) The trustees, guardians, custodians, or other fiduciariesof a single trust, estate, or account.

 

(b) For purposes of this act, shareholdings registered insubstantially similar names constitute one (1) shareholder if it is reasonableto believe that the names represent the same person.

 

17-16-143. Qualified director.

 

(a) A "qualified director" is a director who, at thetime action is to be taken under:

 

(i) W.S. 17-16-744, does not have:

 

(A) A material interest in the outcome of the proceeding; or

 

(B) A material relationship with a person who has such aninterest.

 

(ii) W.S. 17-16-853 or 17-16-855:

 

(A) Is not a party to the proceeding;

 

(B) Is not a director as to whom a transaction is a director'sconflicting interest transaction or who sought a disclaimer of thecorporation's interest in a business opportunity under W.S. 17-16-870, whichtransaction or disclaimer is challenged in the proceeding; and

 

(C) Does not have a material relationship with a directordescribed in either subparagraph (A) or (B) of this paragraph.

 

(iii) W.S. 17-16-862, is not a director as to whom thetransaction is a director's conflicting interest transaction, or a director whohas a material relationship with another director as to whom the transaction isa director's conflicting interest transaction; or

 

(iv) W.S. 17-16-870, would be a qualified director underparagraph (iii) of this subsection if the business opportunity were adirector's conflicting interest transaction.

 

(b) For purposes of this section:

 

(i) "Material interest" means an actual or potentialbenefit or detriment, other than one which would devolve on the corporation orthe shareholders generally, that would reasonably be expected to impair theobjectivity of the director's judgment when participating in the action to betaken;

 

(ii) "Material relationship" means a familial,financial, professional, employment or other relationship that would reasonablybe expected to impair the objectivity of the director's judgment when participatingin the action to be taken.

 

(c) The presence of one (1) or more of the followingcircumstances shall not automatically prevent a director from being a qualifieddirector:

 

(i) Nomination or election of the director to the current boardby any director who is not a qualified director with respect to the matter, orby any person that has a material relationship with that director, acting aloneor participating with others;

 

(ii) Service as a director of another corporation of which adirector who is not a qualified director with respect to the matter, or anyindividual who has a material relationship with that director, is or was also adirector; or

 

(iii) With respect to action to be taken under W.S. 17-16-744,status as a named defendant, as a director against whom action is demanded oras a director who approved the conduct being challenged.

 

17-16-144. Reserved.

 

ARTICLE 2 - INCORPORATION

 

17-16-201. Incorporators.

 

One(1) or more persons may act as the incorporator or incorporators of acorporation by delivering articles of incorporation to the secretary of statefor filing.

 

17-16-202. Articles of incorporation.

 

(a) The articles of incorporation shall set forth:

 

(i) A corporate name for the corporation that satisfies therequirements of W.S. 17-16-401;

 

(ii) The number of shares the corporation is authorized toissue, which may be unlimited if so stated;

 

(iii) The street address of the corporation's initial registeredoffice and the name of its initial registered agent at that office; and

 

(iv) The name and address of each incorporator.

 

(b) The articles of incorporation may set forth:

 

(i) The names and addresses of the individuals who are to serveas the initial directors;

 

(ii) Provisions not inconsistent with law including:

 

(A) The purpose or purposes for which the corporation isorganized;

 

(B) Managing the business and regulating the affairs of thecorporation;

 

(C) Defining, limiting, and regulating the powers of thecorporation, its board of directors, and shareholders;

 

(D) A par value for authorized shares or classes of shares;

 

(E) The imposition of personal liability on shareholders forthe debts of the corporation to a specified extent and upon specifiedconditions.

 

(iii) Any provision that under this act is required or permittedto be set forth in the bylaws;

 

(iv) A provision eliminating or limiting the liability of adirector to the corporation or its shareholders for money damages for anyaction taken, or any failure to take any action, as a director, exceptliability for:

 

(A) The amount of financial benefit received by a director towhich he is not entitled;

 

(B) An intentional infliction of harm on the corporation orshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law; and

 

(v) A provision permitting or making obligatory indemnificationof a director for liability (as defined in W.S. 17-16-850(a)(iii)) to anyperson for any action taken, or failure to take any action, as a director,except liability for:

 

(A) Receipt of a financial benefit to which he is not entitled;

 

(B) An intentional infliction of harm on the corporation or itsshareholders;

 

(C) A violation of W.S. 17-16-833; or

 

(D) An intentional violation of criminal law.

 

(c) The articles of incorporation need not set forth any of thecorporate powers enumerated in this act.

 

(d) Reserved.

 

(e) The articles of incorporation shall be accompanied by awritten consent to appointment signed by the registered agent.

 

17-16-203. Incorporation.

 

(a) Unless a delayed effective date is specified, the corporateexistence becomes effective when the articles of incorporation are filed.

 

(b) The secretary of state's filing of the articles ofincorporation is conclusive proof that the incorporators satisfied allconditions precedent to incorporation except in a proceeding by the state tocancel or revoke the incorporation or involuntarily dissolve the corporation.

 

17-16-204. Liability for preincorporation transactions.

 

Allpersons purporting to act as or on behalf of a corporation, knowing there wasno incorporation under this act, are jointly and severally liable for allliabilities created while so acting.

 

17-16-205. Organization of corporation.

 

(a) After incorporation:

 

(i) If initial directors are named in the articles ofincorporation, the initial directors shall hold an organizational meeting, atthe call of a majority of the directors, to complete the organization of thecorporation by appointing officers, adopting bylaws, and carrying on any otherbusiness brought before the meeting;

 

(ii) If initial directors are not named in the articles, theincorporator or incorporators shall hold an organizational meeting at the callof a majority of the incorporators to:

 

(A) Elect directors and complete the organization of thecorporation; or

 

(B) Elect a board of directors who shall complete theorganization of the corporation.

 

(b) Action required or permitted by this act to be taken byincorporators at an organizational meeting may be taken without a meeting ifthe action taken is evidenced by one (1) or more written consents describingthe action taken and signed by each incorporator.

 

(c) An organizational meeting may be held within or outside ofthis state.

 

(d) Within sixty (60) days after filing articles ofincorporation, a corporation shall provide information to its registered agentas required by W.S. 17-28-107.

 

17-16-206. Bylaws.

 

 

(a) The incorporators or board of directors of a corporationshall adopt initial bylaws for the corporation.

 

(b) The bylaws of a corporation may contain any provision formanaging the business and regulating the affairs of the corporation that is notinconsistent with law or the articles of incorporation.

 

(c) If bylaws are not adopted:

 

(i) An annual meeting shall be held within three (3) monthsafter the close of the corporation's fiscal year;

 

(ii) The required officers shall be the president, the secretaryand the treasurer; and

 

(iii) Bylaws may be adopted at any director or shareholdermeeting.

 

17-16-207. Emergency bylaws.

 

 

(a) Unless the articles of incorporation provide otherwise, theboard of directors of a corporation may adopt bylaws to be effective only in anemergency defined in subsection (d) of this section. The emergency bylaws,which are subject to amendment or repeal by the shareholders, may make allprovisions necessary for managing the corporation during the emergency,including:

 

(i) Procedures for calling a meeting of the board of directors;

 

(ii) Quorum requirements for the meeting; and

 

(iii) Designation of additional or substitute directors.

 

(b) All provisions of the regular bylaws consistent with theemergency bylaws remain effective during the emergency. The emergency bylawsare not effective after the emergency ends.

 

(c) Corporate action taken in good faith in accordance with theemergency bylaws:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

ARTICLE 3 - PURPOSES AND POWERS

 

17-16-301. Purposes.

 

 

(a) Every corporation incorporated under this act has thepurpose of engaging in any lawful business unless a more limited purpose is setforth in the articles of incorporation.

 

(b) A corporation engaging in a business that is subject toregulation under another statute of this state may incorporate under this actonly if permitted by, and subject to all limitations of, the other statute.

 

17-16-302. General powers.

 

 

(a) Unless its articles of incorporation provide otherwise,every corporation has perpetual duration and succession in its corporate nameand has the same powers as an individual to do all things necessary orconvenient to carry out its business and affairs, including without limitationpower to:

 

(i) Sue and be sued, complain and defend in its corporate name;

 

(ii) Have a corporate seal, which may be altered at will, and touse it, or a facsimile of it, by impressing or affixing it or in any othermanner reproducing it;

 

(iii) Make and amend bylaws, not inconsistent with its articlesof incorporation or with the laws of this state, for managing the business andregulating the affairs of the corporation;

 

(iv) Purchase, receive, lease, or otherwise acquire, and own,hold, improve, use, and otherwise deal with, real or personal property, or anylegal or equitable interest in property, wherever located;

 

(v) Sell, convey, mortgage, pledge, lease, exchange, andotherwise dispose of all or any part of its property;

 

(vi) Purchase, receive, subscribe for, or otherwise acquire;own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of;and deal in and with shares or other interests in, or obligations of, any otherentity;

 

(vii) Make contracts and guarantees, incur liabilities, borrowmoney, issue its notes, bonds, and other obligations which may be convertibleinto or include the option to purchase other securities of the corporation, andsecure any of its obligations by mortgage or pledge of any of its property,franchises, or income;

 

(viii) Lend money, invest and reinvest its funds, and receive andhold real and personal property as security for repayment;

 

(ix) Be a promoter, partner, member, associate, or manager ofany partnership, joint venture, trust, or other entity;

 

(x) Conduct its business, locate offices, and exercise thepowers granted by this act within or without this state;

 

(xi) Elect directors and appoint officers, employees, and agentsof the corporation, define their duties, fix their compensation, and lend themmoney and credit;

 

(xii) Pay pensions and establish pension plans, pension trusts,profit sharing plans, share bonus plans, share option plans, and benefit orincentive plans for any or all of its current or former directors, officers,employees, and agents;

 

(xiii) Make donations for the public welfare or for charitable,scientific, or educational purposes;

 

(xiv) Transact any lawful business; and

 

(xv) Make payments or donations, or do any other act, notinconsistent with law, that furthers the business and affairs of thecorporation.

 

17-16-303. Emergency powers.

 

 

(a) In anticipation of or during an emergency defined insubsection (d) of this section, the board of directors of a corporation may:

 

(i) Modify lines of succession to accommodate the incapacity ofany director, officer, employee, or agent; and

 

(ii) Relocate the principal office, designate alternativeprincipal offices or regional offices, or authorize the officers to do so.

 

(b) During an emergency defined in subsection (d) of thissection, unless emergency bylaws provide otherwise:

 

(i) Notice of a meeting of the board of directors need be givenonly to those directors whom it is practicable to reach and may be given in anypracticable manner, including by publication and radio; and

 

(ii) One (1) or more officers of the corporation present at ameeting of the board of directors may be deemed to be directors for themeeting, in order of rank and within the same rank in order of seniority, asnecessary to achieve a quorum.

 

(c) Corporate action taken in good faith during an emergencyunder this section to further the ordinary business affairs of the corporation:

 

(i) Binds the corporation; and

 

(ii) May not be used to impose liability on a corporatedirector, officer, employee, or agent.

 

(d) An emergency exists for the purposes of this section if aquorum of the corporation's directors cannot readily be assembled because ofsome extraordinary event.

 

17-16-304. Ultra vires.

 

 

(a) Except as provided in subsection (b) of this section, thevalidity of corporate action may not be challenged on the ground that thecorporation lacks or lacked power to act.

 

(b) A corporation's power to act may be challenged in aproceeding by:

 

(i) A shareholder against the corporation to enjoin the act;

 

(ii) The corporation, directly, derivatively, or through areceiver, trustee, or other legal representative, against an incumbent orformer director, officer, employee, or agent of the corporation; or

 

(iii) The attorney general under W.S. 17-16-1430.

 

(c) In a shareholder's proceeding under paragraph (b)(i) ofthis section to enjoin an unauthorized corporate act the court may enjoin orset aside the act, if equitable and if all affected persons are parties to theproceeding, and may award damages for loss, other than anticipated profits,suffered by the corporation or another party because of enjoining theunauthorized act.

 

ARTICLE 4 - NAME

 

17-16-401. Corporate name.

 

(a) A corporate name may not contain language stating orimplying that the corporation is organized for a purpose other than thatpermitted by W.S. 17-16-301 and its articles of incorporation.

 

(b) Except as authorized by subsections (c) and (d) of thissection, a corporate name shall not be the same as, or deceptively similar toany trademark or service mark registered in this state and shall bedistinguishable upon the records of the secretary of state from the name of anyprofit or nonprofit corporation, trade name, limited liability company,statutory trust company, limited partnership or other business entityorganized, continued or domesticated under the laws of this state or licensedor registered as a foreign profit or nonprofit corporation, foreign limitedpartnership, foreign joint stock company, foreign statutory trust company,foreign limited liability company or other foreign business entity in thisstate or any fictitious or reserved name.

 

(c) A corporation may apply to the secretary of state forauthorization to use a name that is not distinguishable upon the secretary ofstate's records from one (1) or more of the names described in subsection (b)of this section. The secretary of state shall authorize use of the nameapplied for if:

 

(i) The other person whose name is not distinguishable from thename which the applicant desires to register or reserve, irrevocably consentsto the use in writing and submits an undertaking in a form satisfactory to thesecretary of state to change its name to a name that is distinguishable uponthe records of the secretary of state from the name of the applicant; or

 

(ii) The applicant delivers to the secretary of state acertified copy of the final judgment of a court of competent jurisdictionestablishing the applicant's right to use the name applied for in this state.

 

(d) A corporation may use the name, including the fictitiousname, of another domestic or foreign corporation that is used in this state ifthe other corporation is incorporated or authorized to transact business inthis state and the proposed user corporation:

 

(i) Has merged with the other corporation; or

 

(ii) Has been formed by reorganization of the other corporation;or

 

(iii) Has acquired all or substantially all of the assets,including the corporate name, of the other corporation; or

 

(iv) Repealed By Laws 1996, ch. 80, 3.

 

(v) Where the other corporation is affiliated with the proposeduser corporation and has consented in writing to the use of the name by theproposed user corporation, and the written consent also sets forth adescription of a proposed merger, consolidation, dissolution, amendment toarticles of incorporation or other intended corporate action which establishesto the reasonable satisfaction of the secretary of state that the coexistenceof two (2) corporations using the same name will not continue for more than onehundred twenty (120) days.

 

(e) This act does not control the use of fictitious names.

 

(f) A name is distinguishable from other names, on the recordsof the secretary of state, if it contains one (1) or more different letters ornumerals, or if it has a different sequence of letters or numerals from theother names on the secretary of state's records. Differences which are notdistinguishable are:

 

(i) Thewords or abbreviations of the words "corporation,""company," "incorporated," "limited partnership,""L.P.," "limited," "ltd.," "limitedliability company," "limited company," "L.C." or"L.L.C.";

 

(ii) Thepresence or absence of the words or symbols of the words "the,""and" or "a";

 

(iii) Differences in punctuation and special characters;

 

(iv) Differences in capitalization; or

 

(v) Differences between singular and plural forms of words.

 

(g) The secretary of state has the power and authorityreasonably necessary to interpret and efficiently administer this section andto perform the duties imposed by this section.

 

17-16-402. Reserved name.

 

(a) A person may apply to reserve the exclusive use of acorporate name, including a fictitious name for a foreign corporation whosecorporate name is not available, by delivering an application to the secretaryof state for filing. The application shall set forth the name and address ofthe applicant and the name proposed to be reserved. If the secretary of statefinds that the corporate name applied for is available, he shall reserve thename for the applicant's exclusive use for a nonrenewable one hundred twenty(120) day period.

 

(b) The owner of a reserved corporate name may transfer thereservation to another person by delivering to the secretary of state amanually signed notice of the transfer that states the name and address of thetransferee.

 

17-16-403. Reserved.

 

ARTICLE 5 - OFFICE AND AGENT

 

17-16-501. Registered office and registered agent.

 

(a) Each corporation shall continuously maintain in this state:

 

(i) A registered office as provided in W.S. 17-28-101 through17-28-111; and

 

(ii) A registered agent as provided in W.S. 17-28-101 through17-28-111.

 

(A) Repealed by Laws 2008, Ch. 90, 3.

 

(B) Repealed by Laws 2008, Ch. 90, 3.

 

(C) Repealed by Laws 2008, Ch. 90, 3.

 

(b) The provisions of W.S. 17-28-101 through 17-28-111 shallapply to all corporations.

 

17-16-502. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-503. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-504. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-505. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-506. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-507. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-508. Repealed by Laws 2008, Ch. 90, 3.

 

17-16-509. Repealed by Laws 2008, Ch. 90, 3.

 

ARTICLE 6 - SHARES AND DISTRIBUTIONS

 

17-16-601. Authorized shares.

 

(a) The articles of incorporation shall set forth the classesof shares and series of shares within a class, and the number, which may beunlimited, of shares of each class and series that the corporation isauthorized to issue. If more than one (1) class or series of shares isauthorized, the articles of incorporation shall prescribe a distinguishingdesignation for each class or series, and shall prescribe, prior to theissuance of shares of a class or series, the terms, including preferences,rights and limitations of that class or series. Except to the extent varied aspermitted by this section, all shares of a class or series shall have terms,including preferences, rights and limitations that are identical with those ofother shares of the same class or series.

 

(b) The articles of incorporation shall authorize:

 

(i) One (1) or more classes or series of shares that togetherhave unlimited voting rights; and

 

(ii) One (1) or more classes or series of shares, which may bethe same class or classes as those with voting rights, that together areentitled to receive the net assets of the corporation upon dissolution.

 

(c) The articles of incorporation may authorize one (1) or moreclasses or series of shares that:

 

(i) Have special, conditional, or limited voting rights, or noright to vote, except to the extent otherwise provided by this act;

 

(ii) Are redeemable or convertible as specified in the articlesof incorporation:

 

(A) At the option of the corporation, the shareholder, oranother person or upon the occurrence of a specified event;

 

(B) For cash, indebtedness, securities, or other property; and

 

(C) At prices and in amounts specified or determined inaccordance with a formula.

 

(iii) Entitle the holders to distributions calculated in anymanner, including dividends that may be cumulative, noncumulative, or partiallycumulative; or

 

(iv) Have preference over any other class or series of shareswith respect to distributions, including distributions upon the dissolution ofthe corporation.

 

(d) Terms of shares may be made dependent upon factsobjectively ascertainable outside the articles of incorporation.

 

(e) Any of the terms of shares may vary among holders of thesame class or series so long as such variations are expressly set forth in thearticles of incorporation.

 

(f) The description of the preferences, rights and limitationsof classes or series of shares in subsection (c) of this section is notexhaustive.

 

17-16-602. Terms of class or series determined by board of directors.

 

(a) If the articles of incorporation so provide, the board ofdirectors is authorized, without shareholder approval, to:

 

(i) Classify any unissued shares into one (1) or more classesor into one (1) or more series within a class;

 

(ii) Reclassify any unissued shares of any class into one (1) ormore classes or into one (1) or more series within one (1) or more classes; or

 

(iii) Reclassify any unissued shares of any series of any classinto one (1) or more classes or into one (1) or more series within a class.

 

(b) If the board of directors acts pursuant to subsection (a)of this section, it shall determine the terms, including the preferences,rights and limitations, to the same extent permitted under W.S. 17-16-601, of:

 

(i) Any class of shares before the issuance of any shares ofthat class; or

 

(ii) Any series within a class before the issuance of any sharesof that series.

 

(c) Before issuing any shares of a class or series createdunder this section, the corporation shall deliver to the secretary of state forfiling articles of amendment effecting the provisions of this section inaccordance with article 10 of this act and setting forth the terms determinedunder subsection (a) of this section.

 

17-16-603. Issued and outstanding shares.

 

 

(a) A corporation may issue the number of shares of each classor series authorized by the articles of incorporation. Shares that are issuedare outstanding shares until they are reacquired, redeemed, converted, orcancelled.

 

(b) The reacquisition, redemption, or conversion of outstandingshares is subject to the limitations of subsection (c) of this section and toW.S. 17-16-640.

 

(c) At all times that shares of the corporation areoutstanding, one (1) or more shares that together have unlimited voting rightsand one (1) or more shares that together are entitled to receive the net assetsof the corporation upon dissolution shall be outstanding.

 

17-16-604. Fractional shares.

 

 

(a) A corporation may:

 

(i) Issue fractions of a share or pay in money the value offractions of a share;

 

(ii) Arrange for disposition of fractional shares by theshareholders; or

 

(iii) Issue scrip in registered or bearer form entitling theholder to receive a full share upon surrendering enough scrip to equal a fullshare.

 

(b) Each certificate representing scrip shall be conspicuouslylabeled "scrip" and shall contain the information required by W.S.17-16-625(b).

 

(c) The holder of a fractional share is entitled to exercisethe rights of a shareholder, including the right to vote, to receive dividends,and to participate in the assets of the corporation upon liquidation. Theholder of scrip is not entitled to any of these rights unless the scripprovides for them.

 

(d) The board of directors may authorize the issuance of scripsubject to any condition considered desirable, including:

 

(i) That the scrip will become void if not exchanged for fullshares before a specified date; and

 

(ii) That the shares for which the scrip is exchangeable may besold and the proceeds paid to the scripholders.

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