§§ 17-1-101 through 17-1-144. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-201 through 17-1-206. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-301 through 17-1-312. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-401 through 17-1-406. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-501 through 17-1-504. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-601 through 17-1-622. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-701 through 17-1-710. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§ 17-1-711. [Repealed.]

Repealed by Laws 1985, ch. 47, § 2; 1989, ch. 249, § 3.

§§ 17-1-712 through 17-1-719. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-801 and 17-1-802. [Repealed.]

Repealed by Laws 1980, ch. 50, § 3.

§§ 17-1-803 and 17-1-804. [Renumbered.]

Renumbered by Laws 1989, ch. 249, § 2.

Editor's notes. —

For present provisions, see §§ 17-16-1810 and 17-16-1720 .

§§ 17-1-901 and 17-1-902. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-1001 through 17-1-1011. [Repealed.]

Repealed by Laws 1989, ch. 249, § 3.

§§ 17-1-1101 and 17-1-1102. [Renumbered.]

Renumbered by Laws 1989, ch. 249, § 2.

Editor's notes. —

For present provisions, see §§ 17-16-1701 and 17-16-1702 .

§§ 17-2-101 through 17-2-104. [Renumbered.]

Renumbered by Laws 1989, ch. 249, § 2.

Editor's notes. —

For present provisions, see §§ 17-16-1630 and 17-16-1720 .

§ 17-3-101. Practice of profession through licensed stockholder or employee authorized.

A corporation organized under the Wyoming Business Corporation Act [chapter 17 of this title] or the Wyoming Statutory Close Corporation Supplement [chapter 17 of this title], whose capital stock is owned exclusively by a person or persons licensed to practice a profession by the state of Wyoming or by an agency, office or instrumentality authorized by the laws of Wyoming to license individuals for the practice of such profession, may, by and through the person or persons of such licensed stockholder or stockholders, or licensed employees, practice and offer professional services in such profession.

History. Laws 1971, ch. 34, § 1; W.S. 1957, § 17-49.1; Laws 1989, ch. 201, § 2.

Revision of title. —

See note under same catchline following title 17 heading.

Quoted in

Porter Muirhead Cornia & Howard v. State ex rel. Wyo. Bd. of CPAs, 844 P.2d 479, 1992 Wyo. LEXIS 196 (Wyo. 1992).

Law reviews. —

For article, “The Ungrateful Living: An Estate Planner's Nightmare — The Trial Attorney's Dream,” see XXIV Land & Water L. Rev. 401 (1989).

For comment, “An Innovative Approach to Piercing the Corporate Veil: An Introduction to the Individual Factor and Cumulative Effects Analysis,” see XXV Land & Water L. Rev. 563 (1990).

§ 17-3-102. Licensed stockholder or employee subject to certain requirements.

No corporation may offer professional services or practice a profession except by and through the person or persons of its licensed stockholder or stockholders, or licensed employees, each of whom shall retain his professional license in good standing, and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a corporation.

History. Laws 1971, ch. 34, § 2; W.S. 1957, § 17-49.2; Laws 1973, ch. 109, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

What constitutes professional services within meaning of statute preserving individual liability of professional employees of professional corporation, association or partnership, 31 ALR4th 898.

Liability of professional corporation of lawyers, or individual members thereof, for malpractice or other tort of another member, 39 ALR4th 556.

Professional corporation stockholders' nonmalpractice liability, 50 ALR4th 1276.

Propriety and effect of corporation's appearance pro se through agent who is not attorney, 8 ALR5th 653.

§ 17-3-103. Words or initials to be contained in corporate name.

The corporate name of every professional corporation shall contain either the words “A Professional Corporation” or the capital initials “P.C.”. These words or initials shall be the last word of the name of the professional corporation.

History. Laws 1979, ch. 153, § 1.

§ 17-3-104. Language to be contained in articles of incorporation; location.

The articles of incorporation of a professional practice corporation incorporated after the date of this act shall contain the following language: “All shareholders of the corporation are, and will continually be, licensed in the profession for which the corporation is formed, and no professional service will be offered by the corporation except by or under the supervision of licensed stockholders or licensed employees.” This language shall be inserted in the articles immediately after the provisions pertaining to the aggregate number of shares which the corporation is authorized to issue.

History. Laws 1979, ch. 153, § 1.

Severability. —

Laws 1979, ch. 153, § 5, provides: “If any provision of this act or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the act which can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.”

§ 17-4-101. Short title.

This act may be cited as the “Wyoming Uniform Securities Act”.

History. Laws 2016, ch. 22, § 1.

§ 17-4-102. Definitions.

1. In this act,  unless the context otherwise requires:
   1. “Administrator”  means the secretary of state;
   2. “Agent”  means an individual, other than a broker-dealer, who represents a  broker-dealer in effecting or attempting to effect purchases or sales  of securities or represents an issuer in effecting or attempting to  effect purchases or sales of the issuer’s securities. But a  partner, officer, or director of a broker-dealer or issuer, or an  individual having a similar status or performing similar functions  is an agent only if the individual otherwise comes within the term.  The term does not include an individual excluded by rule adopted or  order issued under this act;
   3. “Bank”  means:
      1. A banking institution  organized under the laws of the United States;
      2. A member bank  of the federal reserve system;
      3. Any other banking  institution, whether incorporated or not, doing business under the  laws of a state or of the United States, a substantial portion of  the business of which consists of receiving deposits or exercising  fiduciary powers similar to those permitted to be exercised by national  banks under the authority of the comptroller of the currency pursuant  to section 1 of Public Law 87-722 (12 U.S.C. § 92a),  and which is supervised and examined by a state or federal agency  having supervision over banks, and which is not operated for the purpose  of evading this act; and
      4. A receiver, conservator,  or other liquidating agent of any institution or firm included in  subparagraph (A), (B), or (C) of this paragraph.
   4. “Broker-dealer”  means a person engaged in the business of effecting transactions in  securities for the account of others or for the person’s own  account. The term does not include:
      1. An agent;
      2. An issuer;
      3. A bank or savings  institution if its activities as a broker-dealer are limited to those  specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through  (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B);  and 3(a)(5)(C) of the Securities Exchange Act of 1934 (15 U.S.C. §§  78c(a)(4) and (5)) or a bank that satisfies the conditions described  in subsection 3(a)(4)(E) of the Securities Exchange Act of 1934 (15  U.S.C. § 78c(a)(4));
      4. An international banking institution;
      5. A person excluded by rule adopted or order issued under this act.
      6. Repealed by Laws 2019, ch. 170, §  4.
   5. “Depository  institution” means:
      1. A bank; or
      2. A savings institution,  trust company, credit union, or similar institution that is organized  or chartered under the laws of a state or of the United States, authorized  to receive deposits, and supervised and examined by an official or  agency of a state or the United States if its deposits or share accounts  are insured to the maximum amount authorized by statute by the federal  deposit insurance corporation, the national credit union share insurance  fund, or a successor authorized by federal law. The term does not  include:
         1. An insurance  company or other organization primarily engaged in the business of  insurance;
         2. A morris plan  bank; or
         3. An industrial  loan company that is not an “insured depository institution”  as defined in section 3(c)(2) of the Federal Deposit Insurance Act,  (12 U.S.C. 1813(c)(2)), or any successor federal statute.
   6. “Federal  covered investment adviser” means a person registered under  the Investment Advisers Act of 1940;
   7. “Federal  covered security” means a security that is, or upon completion  of a transaction will be, a covered security under section 18(b) of  the Securities Act of 1933 (15 U.S.C. § 77r(b)) or rules or regulations  adopted pursuant to that provision;
   8. “Filing”  means the receipt under this act of a record by the secretary of state  or a designee of the secretary of state;
   9. “Fraud,”  “deceit,” and “defraud” are not limited  to common law deceit;
   10. “Guaranteed”  means guaranteed as to payment of all principal and all interest;
   11. “Institutional  investor” means any of the following, whether acting for itself  or for others in a fiduciary capacity:
       1. A depository  institution or international banking institution;
       2. An insurance  company;
       3. A separate account  of an insurance company;
       4. An investment  company as defined in the Investment Company Act of 1940;
       5. A broker-dealer  registered under the Securities Exchange Act of 1934;
       6. An employee pension,  profit-sharing, or benefit plan if the plan has total assets in excess  of ten million dollars ($10,000,000.00) or its investment decisions  are made by a named fiduciary, as defined in the Employee Retirement  Income Security Act of 1974, that is a broker-dealer registered under  the Securities Exchange Act of 1934, an investment adviser registered  or exempt from registration under the Investment Advisers Act of 1940,  an investment adviser registered under this act, a depository institution,  or an insurance company;
       7. A plan established  and maintained by a state, a political subdivision of a state, or  an agency or instrumentality of a state or a political subdivision  of a state for the benefit of its employees, if the plan has total  assets in excess of ten million dollars ($10,000,000.00) or its investment  decisions are made by a duly designated public official or by a named  fiduciary, as defined in the Employee Retirement Income Security Act  of 1974, that is a broker-dealer registered under the Securities Exchange  Act of 1934, an investment adviser registered or exempt from registration  under the Investment Advisers Act of 1940, an investment adviser registered  under this act, a depository institution, or an insurance company;
       8. A trust, if it  has total assets in excess of ten million dollars ($10,000,000.00),  its trustee is a depository institution, and its participants are  exclusively plans of the types identified in subparagraph (F) or (G)  of this paragraph, regardless of the size of their assets, except  a trust that includes as participants self-directed individual retirement  accounts or similar self-directed plans;
       9. An organization  described in section 501(c)(3) of the Internal Revenue Code (26 U.S.C. § 501(c)(3)), corporation, Massachusetts  trust or similar business trust, limited liability company, or partnership,  not formed for the specific purpose of acquiring the securities offered,  with total assets in excess of ten million dollars ($10,000,000.00);
       10. A small business  investment company licensed by the small business administration under  section 301(c) of the Small Business Investment Act of 1958 (15 U.S.C.  § 681(c)) with total assets in excess of ten million dollars  ($10,000,000.00);
       11. A private business  development company as defined in section 202(a)(22) of the Investment  Advisers Act of 1940 (15 U.S.C. § 80b-2(a)(22)) with total assets  in excess of ten million dollars ($10,000,000.00);
       12. A federal covered  investment adviser acting for its own account;
       13. A “qualified  institutional buyer” as defined in rule 144A(a)(1), other than  rule 144A(a)(1)(i)(H), adopted under the Securities Act of 1933 (17 C.F.R. 230.144A);
       14. A “major  United States institutional investor” as defined in rule 15a-6(b)(4)(i)  adopted under the Securities Exchange Act of 1934 (17 C.F.R. 240.15a-6);
       15. Any other person,  other than an individual, of institutional character with total assets  in excess of ten million dollars ($10,000,000.00) not organized for  the specific purpose of evading this act; or
       16. Any other person  specified by rule adopted or order issued under this act.
   12. “Insurance  company” means a company organized as an insurance company  whose primary business is writing insurance or reinsuring risks underwritten  by insurance companies and which is subject to supervision by the  insurance commissioner or a similar official or agency of a state;
   13. “Insured”  means insured as to payment of all principal and all interest;
   14. “International  banking institution” means an international financial institution  of which the United States is a member and whose securities are exempt  from registration under the Securities Act of 1933;
   15. “Investment  adviser” means a person that, for compensation, engages in  the business of advising others, either directly or through publications  or writings, as to the value of securities or the advisability of  investing in, purchasing, or selling securities or that, for compensation  and as a part of a regular business, issues or promulgates analyses  or reports concerning securities. The term includes a financial planner  or other person that, as an integral component of other financially  related services, provides investment advice to others for compensation  as part of a business or that holds itself out as providing investment  advice to others for compensation. The term does not include:
       1. An investment  adviser representative;
       2. A lawyer, accountant,  engineer, or teacher whose performance of investment advice is solely  incidental to the practice of the person’s profession;
       3. A broker-dealer  or its agents whose performance of investment advice is solely incidental  to the conduct of business as a broker-dealer and that does not receive  special compensation for the investment advice;
       4. A publisher of  a bona fide newspaper, news magazine, or business or financial publication  of general and regular circulation;
       5. A federal covered  investment adviser;
       6. A bank or savings  institution;
       7. Any other person  that is excluded by the Investment Advisers Act of 1940 from the definition  of investment adviser; or
       8. Any other person  excluded by rule adopted or order issued under this act.
   16. “Investment  adviser representative” means an individual employed by or  associated with an investment adviser or federal covered investment  adviser and who makes any recommendations or otherwise gives investment  advice regarding securities, manages accounts or portfolios of clients,  determines which recommendation or advice regarding securities should  be given, provides investment advice or holds himself out as providing  investment advice, receives compensation to solicit, offer, or negotiate  for the sale of or for selling investment advice, or supervises employees  who perform any of the foregoing. The term does not include an individual  who:
       1. Performs only  clerical or ministerial acts;
       2. Is an agent whose  performance of investment advice is solely incidental to the individual  acting as an agent and who does not receive special compensation for  investment advisory services;
       3. Is employed by  or associated with a federal covered investment adviser, unless the  individual has a “place of business” in this state as  that term is defined by rule adopted under section 203A of the Investment  Advisers Act of 1940 (15 U.S.C. § 80b-3a) and is:
          1. An “investment  adviser representative” as that term is defined by rule adopted  under section 203A of the Investment Advisers Act of 1940 (15 U.S.C.  § 80b-3a); or
          2. Not a “supervised  person” as that term is defined in section 202(a)(25) of the  Investment Advisers Act of 1940 (15 U.S.C. § 80b-2(a)(25)).
       4. Is excluded by  rule adopted or order issued under this act.
   17. “Issuer” means a person that issues or proposes to issue a security, subject to the following:
       1. The issuer of a voting trust certificate, collateral trust certificate, certificate of deposit for a security, or share in an investment company without a board of directors or individuals performing similar functions is the person performing the acts and assuming the duties of depositor or manager pursuant to the trust or other agreement or instrument under which the security is issued;
       2. The issuer of an equipment trust certificate or similar security serving the same purpose is the person by which the property is or will be used or to which the property or equipment is or will be leased or conditionally sold or that is otherwise contractually responsible for assuring payment of the certificate;
       3. The issuer of a fractional undivided interest in an oil, gas, or other mineral lease or in payments out of production under a lease, right, or royalty is the owner of an interest in the lease or in payments out of production under a lease, right, or royalty, whether whole or fractional, that creates fractional interests for the purpose of sale.
   18. “Nonissuer  transaction” or “nonissuer distribution” means  a transaction or distribution not directly or indirectly for the benefit  of the issuer;
   19. “Offer  to purchase” includes an attempt or offer to obtain, or solicitation  of an offer to sell, a security or interest in a security for value.  The term does not include a tender offer that is subject to section  14(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78n(d));
   20. “Person”  means an individual; corporation; business trust; estate; trust; partnership;  limited liability company; association; joint venture; government;  governmental subdivision, agency, or instrumentality; public corporation;  or any other legal or commercial entity;
   21. “Place  of business” of a broker-dealer, an investment adviser, or  a federal covered investment adviser means:
       1. An office at  which the broker-dealer, investment adviser, or federal covered investment  adviser regularly provides brokerage or investment advice or solicits,  meets with, or otherwise communicates with customers or clients; or
       2. Any other location  that is held out to the general public as a location at which the  broker-dealer, investment adviser, or federal covered investment adviser  provides brokerage or investment advice or solicits, meets with, or  otherwise communicates with customers or clients.
   22. “Predecessor  act” means the act repealed and replaced by this act;
   23. “Price  amendment” means the amendment to a registration statement  filed under the Securities Act of 1933 or, if an amendment is not  filed, the prospectus or prospectus supplement filed under the Securities  Act of 1933 that includes a statement of the offering price, underwriting  and selling discounts or commissions, amount of proceeds, conversion  rates, call prices, and other matters dependent upon the offering  price;
   24. “Principal  place of business” of a broker-dealer or an investment adviser  means the executive office of the broker-dealer or investment adviser  from which the officers, partners, or managers of the broker-dealer  or investment adviser direct, control, and coordinate the activities  of the broker-dealer or investment adviser;
   25. “Record,”  except in the phrases “of record,” “official  record,” and “public record,” means information  that is inscribed on a tangible medium or that is stored in an electronic  or other medium and is retrievable in perceivable form;
   26. “Sale”  includes every contract of sale, contract to sell, or disposition  of, a security or interest in a security for value, and “offer  to sell” includes every attempt or offer to dispose of, or  solicitation of an offer to purchase, a security or interest in a  security for value. Both terms include:
       1. A security given  or delivered with, or as a bonus on account of, a purchase of securities  or any other thing constituting part of the subject of the purchase  and having been offered and sold for value;
       2. A gift of assessable  stock involving an offer and sale; and
       3. A sale or offer  of a warrant or right to purchase or subscribe to another security  of the same or another issuer and a sale or offer of a security that  gives the holder a present or future right or privilege to convert  the security into another security of the same or another issuer,  including an offer of the other security.
   27. “Securities  and exchange commission” means the United States securities  and exchange commission;
   28. “Security”  means a note; stock; treasury stock; security future; bond; debenture;  evidence of indebtedness; certificate of interest or participation  in a profit–sharing agreement; collateral trust certificate;  preorganization certificate or subscription; transferable share; investment  contract; voting trust certificate; certificate of deposit for a security;  put, call, straddle, option, or privilege on a security, certificate  of deposit, or group or index of securities, including an interest  therein or based on the value thereof; put, call, straddle, option,  or privilege entered into on a national securities exchange relating  to foreign currency; or, in general, an interest or instrument commonly  known as a “security”; or a certificate of interest  or participation in, temporary or interim certificate for, receipt  for, guarantee of, or warrant or right to subscribe to or purchase,  any of the foregoing. The term:
       1. Includes both  a certificated and an uncertificated security;
       2. Does not include  an insurance or endowment policy or annuity contract under which an  insurance company promises to pay a fixed or variable sum of money  either in a lump sum or periodically for life or other specified period;
       3. Does not include  an interest in a contributory or noncontributory pension or welfare  plan subject to the Employee Retirement Income Security Act of 1974;
       4. Includes as an “investment contract” an investment in a common enterprise with the expectation of profits to be derived primarily from the efforts of a person other than the investor and a “common enterprise” means an enterprise in which the fortunes of the investor are interwoven with those of either the person offering the investment, a third party, or other investors;
       5. Includes as an “investment contract,” among other contracts, an interest in a limited partnership and a limited liability company and an investment in a viatical settlement or similar agreement.
       6. Repealed by Laws 2019, ch. 170, §  4.
   29. “Self-regulatory  organization” means a national securities exchange registered  under the Securities Exchange Act of 1934, a national securities association  of broker-dealers registered under the Securities Exchange Act of  1934, a clearing agency registered under the Securities Exchange Act  of 1934, or the municipal securities rulemaking board established  under the Securities Exchange Act of 1934;
   30. “Sign”  means, with present intent to authenticate or adopt a record:
       1. To execute or  adopt a tangible symbol; or
       2. To attach or  logically associate with the record an electronic symbol, sound, or  process.
   31. “State”  means a state of the United States, the District of Columbia, Puerto  Rico, the United States Virgin Islands, or any territory or insular  possession subject to the jurisdiction of the United States;
   32. “This  act” means W.S. 17-4-101 through 17-4-701 .

History. Laws 2016, ch. 22, § 1; 2018, ch. 44, § 2; 2019, ch. 170, §§ 3, 4; 2020, ch. 87, § 1.

The 2019 amendments. — The first 2019 amendment, by ch. 170 § 3, in the introductory language in (a)(xvii), deleted “W.S. 17-4-206(a) and (c) and.”

Laws 2019, ch. 170, § 7, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8 of the Wyo. Const. Approved February 28, 2019.

The second 2019 amendment, by ch. 170, § 4, repealed (a)(iv)(F), which read: “A person who facilitates the exchange of an open blockchain token, as defined in W.S. 17-4-206(e) and subject to W.S. 17-4-206(c),” and (a)(xxviii)(F), which read: “Does not include an open blockchain token, as defined in W.S. 17-4-206(e), except as provided by that section.”

Laws 2019, ch. 170, § 7, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8 of the Wyo. Const. Approved February 28, 2019.

The 2020 amendment, effective July 1, 2020, at the end of (a)(iv)(E) and (a)(xxviii)(E) made stylistic changes.

Editor's Notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Investment seller obligated to know what constitutes “security.” —

When any person undertakes to sell an investment, he is obligated to know the law surrounding such transactions and what is and what is not a “security.” Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Investment document is “security.” — Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Law reviews. —

For case note, “Securities — Oil and Gas Leases: Should They be Considered Securities? Shepperd v. Boettcher & Co., 613 F. Supp. 287, 1985 U.S. Dist. LEXIS 17830 (D. Wyo. 1985),” see XXI Land & Water L. Rev. 99 (1986).

Am. Jur. 2d, ALR and C.J.S. references. —

Partnership and joint venture interests as securities within meaning of federal Securities Act of 1933 (15 USC § 77a et seq.) and Securities Exchange Act of 1934 (15 USC § 78a et seq.), 58 ALR Fed 408.

Commodity futures contract or account as included in meaning of “security” as defined in § 3(a)(10) of the Securities Exchange Act of 1934 (15 USC § 78c(a)(10)), 58 ALR Fed 616.

“Risk capital” test for determination of whether transaction involves security, within meaning of federal Securities Act of 1933 (15 USC § 77a et seq.) and Securities Exchange Act of 1934 (15 USC § 78a et seq.), 68 ALR Fed 89.

Certificate of deposit as “security” under federal securities laws, 82 ALR Fed 553.

“Common enterprise” element of Howey test to determine existence of investment contract regulable as “security” within meaning of federal Securities Act of 1988 (15 USC § 77a et seq.) and Securities Exchange Act of 1934 (15 USC § 78a et seq.), 90 ALR Fed 825.

§ 17-4-103. References to federal statutes.

As used in this act: “Securities Act of 1933” (15 U.S.C. § 77a et seq.), “Securities Exchange Act of 1934” (15 U.S.C. § 78a et seq.), “Public Utility Holding Company Act of 1935” (15 U.S.C. § 79 et seq.), “Investment Company Act of 1940” (15 U.S.C. § 80a-1 et seq.), “Investment Advisers Act of 1940” (15 U.S.C. § 80b-1 et seq.), “Employee Retirement Income Security Act of 1974” (29 U.S.C. § 1001 et seq.), “National Housing Act” (12 U.S.C. § 1701 et seq.), “Commodity Exchange Act” (7 U.S.C. § 1 et seq.), “Internal Revenue Code” (26 U.S.C. § 1 et seq.), “Securities Investor Protection Act of 1970” (15 U.S.C. § 78aaa et seq.), “Securities Litigation Uniform Standards Act of 1998” (112 Stat. 3227), “Small Business Investment Act of 1958” (15 U.S.C. § 661 et seq.), and “Electronic Signatures in Global and National Commerce Act” (15 U.S.C. § 7001 et seq.) mean those statutes and the rules and regulations adopted under those statutes, as in effect on the date of enactment of this act.

History. Laws 2016, ch. 22, § 1.

§ 17-4-104. References to federal agencies.

A reference in this act to an agency or department of the United States is also a reference to a successor agency or department.

History. Laws 2016, ch. 22, § 1.

§ 17-4-105. Electronic records and signatures; applicability.

1. This act modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, but does not modify, limit, or supersede section 101(c) of that act (15 U.S.C. § 7001(c)) or authorize electronic delivery of any of the notices described in section 103(b) of that act (15 U.S.C. § 7003(b)). This act authorizes the filing of records and signatures, when specified by provisions of this act or by a rule adopted or order issued under this act, in a manner consistent with section 104(a) of that act (15 U.S.C. § 7004(a)).
2. The Financial Technology Sandbox Act shall apply to this act.

History. Laws 2016, ch. 22, § 1; 2019, ch. 61, § 3.

The 2019 amendment, effective January 1, 2020, designated former undesignated paragraph as present (a); and added (b).

§ 17-4-201. Exempt securities.

1. The following  securities are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 :
   1. A security, including  a revenue obligation or a separate security as defined in rule 131  (17 C.F.R. 230.131) adopted  under the Securities Act of 1933, issued, insured, or guaranteed by  the United States; by a state; by a political subdivision of a state;  by a public authority, agency, or instrumentality of one (1) or more  states; by a political subdivision of one (1) or more states; or by  a person controlled or supervised by and acting as an instrumentality  of the United States under authority granted by the congress; or a  certificate of deposit for any of the foregoing;
   2. A security issued,  insured or guaranteed by a foreign government with which the United  States maintains diplomatic relations, or any of its political subdivisions,  if the security is recognized as a valid obligation by the issuer,  insurer, or guarantor;
   3. A security issued  by and representing or that will represent an interest in or a direct  obligation of, or be guaranteed by:
      1. An international  banking institution;
      2. A banking institution  organized under the laws of the United States; a member bank of the  federal reserve system; or a depository institution a substantial  portion of the business of which consists or will consist of receiving  deposits or share accounts that are insured to the maximum amount  authorized by statute by the federal deposit insurance corporation,  the national credit union share insurance fund, or a successor authorized  by federal law or exercising fiduciary powers that are similar to  those permitted for national banks under the authority of the comptroller  of currency pursuant to section 1 of Public Law 87-722 (12 U.S.C. § 92a);  or
      3. Any other depository  institution, unless by rule or order the secretary of state proceeds  under W.S. 17-4-205 .
   4. A security issued  by and representing an interest in, or a debt of, or insured or guaranteed  by, an insurance company authorized to do business in this state;
   5. A security issued  or guaranteed by a railroad, other common carrier, public utility,  or public utility holding company that is:
      1. Regulated in  respect to its rates and charges by the United States or a state;
      2. Regulated in  respect to the issuance or guarantee of the security by the United  States, a state, Canada, or a Canadian province or territory; or
      3. A public utility  holding company registered under the Public Utility Holding Company  Act of 1935 or a subsidiary of such a registered holding company within  the meaning of that act.
   6. A federal covered  security specified in section 18(b)(1) of the Securities Act of 1933  (15 U.S.C. § 77r(b)(1)) or by rule adopted under that provision  or a security listed or approved for listing on another securities  market specified by rule under this act; a put or a call option contract;  a warrant; a subscription right on or with respect to such securities;  or an option or similar derivative security on a security or an index  of securities or foreign currencies issued by a clearing agency registered  under the Securities Exchange Act of 1934 and listed or designated  for trading on a national securities exchange, a facility of a national  securities exchange, or a facility of a national securities association  registered under the Securities Exchange Act of 1934 or an offer or  sale, of the underlying security in connection with the offer, sale,  or exercise of an option or other security that was exempt when the  option or other security was written or issued; or an option or a  derivative security designated by the securities and exchange commission  under section 9(b) of the Securities Exchange Act of 1934 (15 U.S.C.  § 78i(b));
   7. A security issued  by a person organized and operated exclusively for religious, educational,  benevolent, fraternal, charitable, social, athletic, or reformatory  purposes, or as a chamber of commerce, and not for pecuniary profit,  no part of the net earnings of which inures to the benefit of a private  stockholder or other person, or a security of a company that is excluded  from the definition of an investment company under section 3(c)(10)(B)  of the Investment Company Act of 1940 (15 U.S.C. § 80a-3(c)(10)(B));  except that with respect to the offer or sale of a note, bond, debenture,  or other evidence of indebtedness issued by such a person, a rule  may be adopted under this act limiting the availability of this exemption  by classifying securities, persons, and transactions, imposing different  requirements for different classes, specifying with respect to subparagraph  (B) of this paragraph the scope of the exemption and the grounds for  denial or suspension, and requiring an issuer:
      1. To file a notice  specifying the material terms of the proposed offer or sale and copies  of any proposed sales and advertising literature to be used and provide  that the exemption becomes effective if the secretary of state does  not disallow the exemption within the period established by the rule;
      2. To file a request  for exemption authorization for which a rule under this act may specify  the scope of the exemption, the requirement of an offering statement,  the filing of sales and advertising literature, the filing of consent  to service of process complying with W.S. 17-4-611 , and grounds  for denial or suspension of the exemption; or
      3. To register under W.S. 17-4-304 .
   8. A member’s  or owner’s interest in, or a retention certificate or like  security given in lieu of a cash patronage dividend issued by, a cooperative  organized and operated as a nonprofit membership cooperative under  the cooperative laws of a state, but not a member’s or owner’s  interest, retention certificate, or like security sold to persons  other than bona fide members of the cooperative; and
   9. An equipment  trust certificate with respect to equipment leased or conditionally  sold to a person, if any security issued by the person would be exempt  under this section or would be a federal covered security under section  18(b)(1) of the Securities Act of 1933 (15 U.S.C. § 77r(b)(1)).

History. Laws 2016, ch. 22, § 1.

§ 17-4-202. Exempt transactions.

1. The following  transactions are exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 :
   1. An isolated nonissuer  transaction, whether effected by or through a broker-dealer or not;
   2. A nonissuer transaction  by or through a broker-dealer registered, or exempt from registration  under this act, and a resale transaction by a sponsor of a unit investment  trust registered under the Investment Company Act of 1940, in a security  of a class that has been outstanding in the hands of the public for  at least ninety (90) days, if, at the date of the transaction:
      1. The issuer of  the security is engaged in business, the issuer is not in the organizational  stage or in bankruptcy or receivership, and the issuer is not a blank  check, blind pool, or shell company that has no specific business  plan or purpose or has indicated that its primary business plan is  to engage in a merger or combination of the business with, or an acquisition  of, an unidentified person;
      2. The security  is sold at a price reasonably related to its current market price;
      3. The security  does not constitute the whole or part of an unsold allotment to, or  a subscription or participation by, the broker-dealer as an underwriter  of the security or a redistribution;
      4. A nationally  recognized securities manual or its electronic equivalent designated  by rule adopted or order issued under this act or a record filed with  the securities and exchange commission that is publicly available  and contains:
         1. A description  of the business and operations of the issuer; and
         2. The names of  the issuer’s executive officers and the names of the issuer’s  directors, if any; and
         3. An audited balance  sheet of the issuer as of a date within eighteen (18) months before  the date of the transaction or, in the case of a reorganization or  merger when the parties to the reorganization or merger each had an  audited balance sheet, a pro forma balance sheet for the combined  organization; and
         4. An audited income  statement for each of the issuer’s two (2) immediately previous  fiscal years or for the period of existence of the issuer, whichever  is shorter, or, in the case of a reorganization or merger when each  party to the reorganization or merger had audited income statements,  a pro forma income statement.
      5. Any one (1) of  the following requirements is met:
         1. The issuer of  the security has a class of equity securities listed on a national  securities exchange registered under section 6 of the Securities Exchange  Act of 1934 or designated for trading on the national association  of securities dealers automated quotation system;
         2. The issuer of  the security is a unit investment trust registered under the Investment  Company Act of 1940;
         3. The issuer of  the security, including its predecessors, has been engaged in continuous  business for at least three (3) years; or
         4. The issuer of  the security has total assets of at least two million dollars ($2,000,000.00)  based on an audited balance sheet as of a date within eighteen (18)  months before the date of the transaction or, in the case of a reorganization  or merger when the parties to the reorganization or merger each had  such an audited balance sheet, a pro forma balance sheet for the combined  organization.
   3. A nonissuer transaction  by or through a broker-dealer registered or exempt from registration  under this act in a security of a foreign issuer that is a margin  security defined in regulations or rules adopted by the board of governors  of the federal reserve system;
   4. A nonissuer transaction  by or through a broker-dealer registered or exempt from registration  under this act in an outstanding security if the guarantor of the  security files reports with the securities and exchange commission  under the reporting requirements of section 13 or 15(d) of the Securities  Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
   5. A nonissuer transaction  by or through a broker-dealer registered or exempt from registration  under this act in a security that:
      1. Is rated at the  time of the transaction by a nationally recognized statistical rating  organization in one (1) of its four (4) highest rating categories;  or
      2. Has a fixed maturity  or a fixed interest or dividend, if:
         1. A default has  not occurred during the current fiscal year or within the three (3)  previous fiscal years or during the existence of the issuer and any  predecessor if less than three (3) fiscal years, in the payment of  principal, interest, or dividends on the security; and
         2. The issuer is  engaged in business, is not in the organizational stage or in bankruptcy  or receivership, and is not and has not been within the previous twelve  (12) months a blank check, blind pool, or shell company that has no  specific business plan or purpose or has indicated that its primary  business plan is to engage in a merger or combination of the business  with, or an acquisition of, an unidentified person.
   6. A nonissuer transaction  by or through a broker-dealer registered or exempt from registration  under this act effecting an unsolicited order or offer to purchase;
   7. A nonissuer transaction  executed by a bona fide pledgee without the purpose of evading this  act;
   8. A nonissuer transaction  by a federal covered investment adviser with investments under management  in excess of one hundred million dollars ($100,000,000.00) acting  in the exercise of discretionary authority in a signed record for  the account of others;
   9. A transaction  in a security, whether or not the security or transaction is otherwise  exempt, in exchange for one (1) or more bona fide outstanding securities,  claims, or property interests, or partly in such exchange and partly  for cash, if the terms and conditions of the issuance and exchange  or the delivery and exchange and the fairness of the terms and conditions  have been approved by the secretary of state after a hearing;
   10. A transaction  between the issuer or other person on whose behalf the offering is  made and an underwriter, or among underwriters;
   11. A transaction  in a note, bond, debenture, or other evidence of indebtedness secured  by a mortgage or other security agreement if:
       1. The note, bond,  debenture, or other evidence of indebtedness is offered and sold with  the mortgage or other security agreement as a unit;
       2. A general solicitation  or general advertisement of the transaction is not made; and
       3. A commission  or other remuneration is not paid or given, directly or indirectly,  to a person not registered under this act as a broker-dealer or as  an agent.
   12. A transaction  by an executor, administrator of an estate, sheriff, marshal, receiver,  trustee in bankruptcy, guardian, or conservator;
   13. A sale or offer  to sell to:
       1. An institutional  investor;
       2. A federal covered  investment adviser; or
       3. Any other person  exempted by rule adopted or order issued under this act.
   14. A sale or an  offer to sell securities of an issuer, if the transaction is part  of a single issue in which:
       1. Not more than  twenty-five (25) purchasers are present in this state during any twelve  (12) consecutive months, other than those designated in paragraph  (xiii) of this subsection;
       2. A general solicitation  or general advertising is not made in connection with the offer to  sell or sale of the securities;
       3. A commission  or other remuneration is not paid or given, directly or indirectly,  to a person other than a broker-dealer registered under this act or  an agent registered under this act for soliciting a prospective purchaser  in this state; and
       4. The issuer reasonably  believes that all the purchasers in this state, other than those designated  in paragraph (xiii) of this subsection, are purchasing for investment.
   15. A transaction  under an offer to existing security holders of the issuer, including  persons that at the date of the transaction are holders of convertible  securities, options, or warrants, if a commission or other remuneration,  other than a standby commission, is not paid or given, directly or  indirectly, for soliciting a security holder in this state;
   16. An offer to sell,  but not a sale, of a security not exempt from registration under the  Securities Act of 1933 if:
       1. A registration  or offering statement or similar record as required under the Securities  Act of 1933 has been filed, but is not effective, or the offer is  made in compliance with rule 165 adopted under the Securities Act  of 1933 (17 C.F.R. 230.165); and
       2. A stop order  of which the offeror is aware has not been issued against the offeror  by the secretary of state or the securities and exchange commission,  and an audit, inspection, or proceeding that is public and that may  culminate in a stop order is not known by the offeror to be pending.
   17. An offer to sell,  but not a sale, of a security exempt from registration under the Securities  Act of 1933 if:
       1. A registration  statement has been filed under this act, but is not effective;
       2. A solicitation  of interest is provided in a record to offerees in compliance with  a rule adopted by the secretary of state under this act; and
       3. A stop order  of which the offeror is aware has not been issued by the secretary  of state under this act and an audit, inspection, or proceeding that  may culminate in a stop order is not known by the offeror to be pending.
   18. A transaction  involving the distribution of the securities of an issuer to the security  holders of another person in connection with a merger, consolidation,  exchange of securities, sale of assets, or other reorganization to  which the issuer, or its parent or subsidiary and the other person,  or its parent or subsidiary, are parties;
   19. A rescission  offer, sale, or purchase under W.S. 17-4-510 ;
   20. An offer or sale  of a security to a person not a resident of this state and not present  in this state if the offer or sale does not constitute a violation  of the laws of the state or foreign jurisdiction in which the offeree  or purchaser is present and is not part of an unlawful plan or scheme  to evade this act;
   21. Employees”  stock purchase, savings, option, profit-sharing, pension, or similar  employees” benefit plan, including any securities, plan interests,  and guarantees issued under a compensatory benefit plan or compensation  contract, contained in a record, established by the issuer, its parents,  its majority-owned subsidiaries, or the majority-owned subsidiaries  of the issuer’s parent for the participation of their employees  including offers or sales of such securities to:
       1. Directors; general  partners; trustees, if the issuer is a business trust; officers; consultants;  and advisers;
       2. Family members  who acquire such securities from those persons through gifts or domestic  relations orders;
       3. Former employees,  directors, general partners, trustees, officers, consultants, and  advisers if those individuals were employed by or providing services  to the issuer when the securities were offered; and
       4. Insurance agents  who are exclusive insurance agents of the issuer, or the issuer’s  subsidiaries or parents, or who derive more than fifty percent (50%)  of their annual income from those organizations.
   22. A transaction  involving:
       1. A stock dividend  or equivalent equity distribution, whether the corporation or other  business organization distributing the dividend or equivalent equity  distribution is the issuer or not, if nothing of value is given by  stockholders or other equity holders for the dividend or equivalent  equity distribution other than the surrender of a right to a cash  or property dividend if each stockholder or other equity holder may  elect to take the dividend or equivalent equity distribution in cash,  property, or stock;
       2. An act incident  to a judicially approved reorganization in which a security is issued  in exchange for one (1) or more outstanding securities, claims, or  property interests, or partly in such exchange and partly for cash;  or
       3. The solicitation  of tenders of securities by an offeror in a tender offer in compliance  with rule 162 adopted under the Securities Act of 1933 (17 C.F.R. 230.162).
   23. A nonissuer transaction  in an outstanding security by or through a broker-dealer registered  or exempt from registration under this act, if the issuer is a reporting  issuer in a foreign jurisdiction designated by this paragraph or by  rule adopted or order issued under this act; has been subject to continuous  reporting requirements in the foreign jurisdiction for not less than  one hundred eighty (180) days before the transaction; and the security  is listed on the foreign jurisdiction’s securities exchange  that has been designated by this paragraph or by rule adopted or order  issued under this act, or is a security of the same issuer that is  of senior or substantially equal rank to the listed security or is  a warrant or right to purchase or subscribe to any of the foregoing.  For purposes of this paragraph, Canada, together with its provinces  and territories, is a designated foreign jurisdiction and the Toronto  Stock Exchange, Inc., is a designated securities exchange. After an  administrative hearing in compliance with the Wyoming Administrative  Procedure Act, the secretary of state, by rule adopted or order issued  under this act, may revoke the designation of a securities exchange  under this paragraph, if the secretary of state finds that revocation  is necessary or appropriate in the public interest and for the protection  of investors.

History. Laws 2016, ch. 22, § 1.

Wyoming Administrative Procedure Act. —

See § 16-3-101(a), (b)(xi).

Trust company securities formerly exempt. —

Only the securities of trust companies authorized to do business in this state were exempt prior to 1975. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

But exempted trust companies were not exempted from anti-fraud provision of § 17-4-101 and the civil liabilities imposed by § 17-4-122 prior to 1975. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Trustee cannot by agreement escape fiduciary obligations of trustee under state statutory provisions. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Cited in

Shepperd v. Boettcher & Co., 756 P.2d 182, 1988 Wyo. LEXIS 70 (Wyo. 1988).

Law reviews. —

For case note, “Securities — Oil and Gas Leases: Should They be Considered Securities? Shepperd v. Boettcher & Co., 613 F. Supp. 287, 1985 U.S. Dist. LEXIS 17830 (D. Wyo. 1985),” see XXI Land & Water L. Rev. 99 (1986).

Am. Jur. 2d, ALR and C.J.S. references. —

What securities are exempt from registration under § 402(a) of the Uniform Securities Act, 84 ALR3d 575.

Exempted securities under §§ 3(a)(2) - 3(a)(8) of Securities Act of 1933 (15 USCS §§ 77c(a)(2) - 77c(a)(8)), 119 ALR Fed 259.

§ 17-4-203. Intrastate crowdfunding exemption.

1. Except as otherwise  provided in this act, an offer or sale of a security by an issuer  is exempt from the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 if the offer or  sale meets all of the following requirements:
   1. The issuer  of the security is:
      1. An entity that is incorporated or organized  under the laws of this state;
      2. A resident of this state under securities and exchange commission rule 147, (17 C.F.R. 230.147), or rule 147A, (17 C.F.R. 230.147A); and
      3. Authorized to do business in this state.
   2. The transaction  meets the requirements for the federal exemption for intrastate offerings  under section 3(a)(11) of the Securities Act of 1933, (15 U.S.C. 77c(a)(11)),  and securities and exchange commission rule 147, (17 C.F.R. 230.147), including,  but not limited to, the requirements for determining whether an offeree  or purchaser is a resident of this state, or under 15 U.S.C. 77e and securities and exchange commission rule 147A, (17 C.F.R. 230.147A). All of the following apply concerning these requirements:
      1. Each of the following  is prima facie evidence that an individual is a resident of this state:
         1. A valid operator’s  license, chauffeur’s license, or official personal identification  card issued by this state;
         2. A current Wyoming  voter registration;
         3. A signed affidavit showing that the purchaser is a resident of this state as defined by W.S. 22-1-102(a)(xxx); or
         4. Any other record  or documents issued by this state that establishes that the purchaser’s  principal residence is in this state.
      2. The provisions  of securities and exchange commission rule 147, (17 C.F.R. 230.147), or rule 147A, (17 C.F.R. 230.147A), apply in determining the residency of an offeree or purchaser that  is a corporation, partnership, trust, or other form of business organization;
      3. If a purchaser of a security that is exempt under this section resells that security within six (6) months after the closing of the particular offering in which the purchaser obtained that security to a person that is not a resident of this state, the original investment agreement between the issuer and the purchaser is void. If an agreement to purchase, or the purchase of, a security is void under this subparagraph, the issuer may recover damages from the misrepresenting offeree or purchaser. These damages include, but are not limited to, the issuer’s expenses in resolving the misrepresentation. However, damages described in this subparagraph shall not exceed the amount of the person’s investment in the security.
   3. The sum of all  cash and other consideration to be received for all sales of the security  in reliance on this exemption does not exceed the following amounts:
      1. Three million dollars ($3,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has not made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer’s most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109 , in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable;
      2. Ten million dollars ($10,000,000.00), less the aggregate amount received for all sales of securities by the issuer within the twelve (12) months before the first offer or sale made in reliance on this exemption, if the issuer has made available to each prospective purchaser and the secretary of state audited financial statements or reviewed financial statements for the issuer’s most recently completed fiscal year, prepared by a certified public accountant, holding a certificate pursuant to W.S. 33-3-109 , in accordance with the statements on auditing standards of the American Institute of Certified Public Accountants or the statements on standards for accounting and review services of the American Institute of Certified Public Accountants, as applicable.
   4. The issuer has not accepted more than twenty-five thousand dollars ($25,000.00) from any single purchaser unless the purchaser is an accredited investor as defined by rule 501 of securities and exchange commission regulation D, (17 C.F.R. 230.501) who comes within any category listed in the definition of that rule or who the issuer reasonably believes comes within any category listed in the definition of that rule, at the time of the sale. The issuer may rely on confirmation that the purchaser is an accredited investor from information provided by the purchaser, a licensed broker-dealer or another third party in making a determination that the purchaser is an accredited investor;
   5. At least ten  (10) days before an offer of securities is made in reliance on this  exemption or the use of any publicly available website in connection  with an offering of securities in reliance on this exemption, the  issuer files a notice with the secretary of state, in writing or in  electronic form as specified by the secretary of state, that contains  all of the following:
      1. A notice of claim  of exemption from registration, specifying that the issuer intends  to conduct an offering in reliance on this exemption, accompanied  by the filing fee specified in this section;
      2. A copy of the disclosure statement to be provided to prospective investors in connection with the offering. The disclosure statement shall be provided at the time the offer of securities is made to the prospective purchaser and shall contain all of the following:
         1. A description  of the issuer, including its type of entity, the address and telephone  number of its principal office, its formation history, its business  plan, and the intended use of the offering proceeds, including any  amounts to be paid, as compensation or otherwise, to any owner, executive  officer, director, managing member, or other person occupying a similar  status or performing similar functions on behalf of the issuer;
         2. The identity  of each person that owns more than ten percent (10%) of the ownership  interests of any class of securities of the issuer;
         3. The identity  of the executive officers, directors, and managing members of the  issuer, and any other individuals who occupy similar status or perform  similar functions in the name of and on behalf of the issuer, including  their titles and their prior experience;
         4. The terms and  conditions of the securities being offered and of any outstanding  securities of the issuer, the minimum and maximum amount of securities  being offered, if any, and either the percentage ownership of the  issuer represented by the offered securities or the valuation of the  issuer implied by the price of the offered securities;
         5. The identity  of any person that the issuer has or intends to retain to assist the  issuer in conducting the offering and sale of the securities, including  the owner of any websites, if known, but excluding any person acting  solely as an accountant or attorney and any employees whose primary  job responsibilities involve the operating business of the issuer  rather than assisting the issuer in raising capital, and for each  person identified in response to this subdivision, a description of  the consideration being paid to that person for that assistance;
         6. A description  of any litigation or legal proceedings involving the issuer or its  management;
         7. The name and address of any website that the issuer intends to use in connection with the offering, including its uniform resource locator (URL). If the issuer has not engaged a website described in this subdivision at the time the issuer files the disclosure statement described in this subparagraph with the secretary of state under this paragraph but subsequently does engage a website for use in connection with the offering, the issuer shall provide the information described in this subdivision to the secretary of state by filing a supplemental notice;
         8. Additional information material to the offering, including, where appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion shall be concise and organized logically and need not present risks that could apply to any issuer or any offering.
      3. An escrow agreement  with a bank or other depository institution located in this state,  in which the purchaser funds will be deposited, that provides that  all offering proceeds will be released to the issuer only when the  aggregate capital raised from all purchasers is equal to or greater  than the minimum target offering amount specified in the disclosure  statement as necessary to implement the business plan and that all  purchasers will receive a return of their subscription funds if that  target offering amount is not raised by the time stated in the disclosure  statement. The bank or other depository institution may contract with  the issuer to collect reasonable fees for its escrow services regardless  of whether the target offering amount is reached.
   6. The issuer is  not, either before or as a result of the offering, an investment company,  as defined in section 3 of the Investment Company Act of 1940, (15  U.S.C. § 80a-3), or an entity that would be an investment company  but for the exclusions provided in subsection (c) of that section,  or subject to the reporting requirements of section 13 or 15(d) of  the Securities Exchange Act of 1934, (15 U.S.C. §§ 78m and  78o(d));
   7. The issuer informs  each prospective purchaser that the securities are not registered  under federal or state securities laws and that the securities are  subject to limitations on transfer or resale and displays the following  legend conspicuously on the cover page of the disclosure statement: “IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY SUBSECTION (E) OF SEC RULE 147, (17 C.F.R. 230.147(E)), OR RULE 147A, (17 C.F.R. 230.147A(E)), AS PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”.
   8. The issuer requires  each purchaser to certify in writing, and to include as part of that  certification his signature, and his initials next to each paragraph  of the certification, as follows: I understand and acknowledge that: I am investing in a high-risk, speculative business venture. I may lose all of my investment, and I can afford the loss of my investment. This offering has not been reviewed or approved by any state or federal securities commission or other regulatory authority and that no regulatory authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering. The securities I am acquiring in this offering are illiquid, that the securities are subject to possible dilution, that there is no ready market for the sale of those securities, that it may be difficult or impossible for me to sell or otherwise dispose of this investment, and that, accordingly, I may be required to hold this investment indefinitely. I may be subject to tax on my share of the taxable income and losses of the issuer, whether or not I have sold or otherwise disposed of my investment or received any dividends or other distributions from the issuer. By entering into this transaction with the issuer, I am affirmatively representing myself as being a Wyoming resident at the time that this contract is formed, and if this representation is subsequently shown to be false, the contract is void. If I resell any of the securities I am acquiring in this offering to a person that is not a Wyoming resident, within six (6) months after the closing of the offering, my contract with the issuer for the purchase of these securities is void.
   9. If the offer and sale of securities under this section is made through an internet website, all of the following requirements are met:
      1. Before any offer  of an investment opportunity to residents of this state through the  use of a website, the issuer provides to the website and to the secretary  of state evidence that the issuer is organized under the laws of this  state and that it is authorized to do business in this state;
      2. The issuer obtains  from each purchaser of a security under this section evidence that  the purchaser is a resident of this state and, if applicable, an accredited  investor;
      3. The website operator files a written notice with the secretary of state that includes the website operator’s name, business address, and contact information and states that it is authorized to do business in this state and is being utilized to offer and sell securities under this exemption. Beginning twelve (12) months after the date of the written notice, a website operator that has filed a written notice under this subparagraph shall annually notify the secretary of state in writing of any changes in the information provided to the secretary of state under this subparagraph;
      4. The issuer and  the website keep and maintain records of the offers and sales of securities  made through the website and provide ready access to the records to  the secretary of state on request. The secretary of state may access,  inspect, and review any website described in this paragraph and its  records.
   10. All payments  for the purchase of securities are directed to and held by the bank  or depository institution subject to the provisions of subparagraph  (v)(C) of this subsection;
   11. Offers or sales  of a security are not made through an internet website unless the  website has filed the written notice required under subparagraph (ix)(C)  of this subsection with the secretary of state;
   12. The issuer does  not pay, directly or indirectly, any commission or remuneration to  an executive officer, director, managing member, or other individual  who has a similar status or performs similar functions in the name  of and on behalf of the issuer for offering or selling the securities  unless he or she is registered as a broker-dealer, investment adviser,  or investment adviser representative under article 4 of this act.  An executive officer, director, managing member, or other individual  who has a similar status or performs similar functions in the name  of and on behalf of the issuer is exempt from the registration requirements  under article 4 of this act if he or she does not receive, directly  or indirectly, any commission or remuneration for offering or selling  securities of the issuer that are exempt from registration under this  section;
   13. Repealed by Laws 2018, ch. 71, §  2.
   14. The term of the  offering does not exceed twelve (12) months after the date of the  first offer.
2. If the offer and sale of a security of an issuer is exempt under this section, the issuer shall provide the information described in paragraph (iv) of this subsection upon request of the issuer’s purchasers until none of the securities issued under this section are outstanding. All of the following apply:
   1. The issuer shall provide the information free of charge to the purchasers;
   2. An issuer may satisfy the information requirement under this subsection by making the information available on an internet website;
   3. The issuer must provide a written copy of the information to any purchaser or the secretary of state on request;
   4. The information provided must include all of the following:
      1. The compensation received by each director and executive officer of the issuer, including cash compensation earned on an annual basis and any bonuses, stock options, other rights to receive securities of the issuer or any affiliate of the issuer, or other compensation received;
      2. An analysis by  management of the issuer of the business operations and financial  condition of the issuer.
3. The exemption  provided in this section shall not be used in conjunction with any  other exemption under this article, except offers and sales to controlling  persons shall not count toward the limitation in paragraph (a)(iii)  of this section.
4. The exemption  described in this section does not apply if an issuer or person that  is affiliated with the issuer or offering is subject to any disqualification  established by the secretary of state by rule or contained in rule  262 as promulgated under the Securities Act of 1933, (17 C.F.R. 230.262). However,  this subsection does not apply if both of the following are met:
   1. On a showing  of good cause and without prejudice to any other action by the secretary  of state, the secretary of state determines that it is not necessary  under the circumstances that an exemption be denied; and
   2. The issuer establishes  that it made factual inquiry into whether any disqualification existed  under this subsection but did not know, and in the exercise of reasonable  care could not have known, that a disqualification existed under this  subsection. The nature and scope of the requisite inquiry will vary  based on the circumstances of the issuer and the other offering participants.
5. The secretary  of state may adopt rules to implement the provisions of this section  and to protect purchasers that purchase securities that are exempt  from registration under this section.
6. The secretary  of state shall charge a nonrefundable filing fee for filing an exemption  notice required under subsection (a) of this section according to  the following conditions:
   1. If the offering  is being made by the issuer the filing fee is two hundred dollars  ($200.00);
   2. Internet websites  filing written notice shall pay a filing fee of one hundred dollars  ($100.00), for a period of twelve (12) consecutive months following  the date of written notice. Internet websites may file renewal notices  every twelve (12) months accompanied by a one hundred dollar ($100.00)  renewal fee.
7. A website through  which an offer or sale of securities under this section is made is  not subject to the broker-dealer, investment adviser, or investment  adviser representative registration requirements under article 4 of  this act if the website meets all of the following conditions:
   1. It does not offer  investment advice or recommendations;
   2. It does not solicit  purchases, sales, or offers to buy the securities offered or displayed  on the website;
   3. It does not compensate  employees, agents, or other persons for the solicitation or based  on the sale of securities displayed or referenced on the website;
   4. It does not hold,  manage, possess, or otherwise handle purchaser funds or securities;
   5. It does not engage  in any other activities that the secretary of state by rule determines  are inappropriate for an exemption from the registration requirements  under article 4 of this act.
8. Except for W.S. 17-4-504 , article 5  of this act applies to a violation of this section, including a violation  concerning website operation.
9. As used in this  section, “controlling person” means an officer, director,  partner, or trustee, or another individual who has similar status  or performs similar functions, of or for the issuer or to a person  that owns ten percent (10%) or more of the outstanding shares of any  class or classes of securities of the issuer.
10. The exemption  described in this section may be referred to as the “Wyoming  Invests Now (WIN) exemption”.

History. Laws 2016, ch. 22, § 1; 2018, ch. 71, §§ 1, 2; 2021, ch. 89, § 1.

The 2018 amendments. — The first 2018 amendment, by ch. 71, § 1, redesignated former ending text of (a)(i) as (a)(i)(A) and (a)(i)(C); added (a)(i)(B); in (a)(ii), added “or under 15 U.S.C. 77e and securities and exchange commission rule 147A, (17 C.F.R. 230.147A)” at the end of the first sentence; in (a)(ii)(A)(III), added “A signed affidavit showing that the purchaser” at the beginning; in (a)(ii)(B), inserted “or rule 147A, (17 C.F.R. 230.147A)” following “(17 C.F.R. 230.147)”; in (a)(ii)(C), substituted “within six (6) months” for “within nine (9) months”; in (a)(iii)(A), substituted “Two million dollars ($2,000,000.00), less” for “One million dollars ($1,000,000.00), less”; in (a)(iii)(B), substituted “than ten thousand dollars ($10,000.00) from” for “than five thousand dollars ($5,000.00) from,” added the phrase at the end of the first sentence, and inserted “information provided by the purchaser” following “investor from” in the second sentence; in (a)(iv), substituted “than ten thousand dollars ($10,000.00) from” for “than five thousand dollars ($5,000.00) from,” added the phrase at the end of the first sentence, and inserted “information provided by the purchaser” following “accredited investor from” in the second sentence; in (a)(v)(B), substituted “statement shall be provided at the time the offer of securities is made to the prospective purchaser and shall contain” for “statement must contain”; added (a)(v)(B)(VIII); in (a)(vii), inserted “OR RULE 147A, (17 C.F.R. 230.147A(E))” following “(17 C.F.R. 230.147(E))”; in (a)(viii), substituted “Wyoming resident, within six (6) months after” for “Wyoming resident, within nine (9) months after”; in (a)(ix)(C), deleted “and shall pay a renewal fee” from the end; and made stylistic changes.

The second 2018 amendment, by ch. 71, § 2, repealed former (a)(xiii), which read: “The issuer provides a copy of the disclosure statement provided to the secretary of state under subparagraph (v)(B) of this subsection to each prospective purchaser at the time the offer of securities is made to the prospective purchaser. In addition to the information described in subparagraph (v)(B) of this subsection, the disclosure statement provided to the secretary of state and to prospective purchasers shall include additional information material to the offering, including, where appropriate, a discussion of significant factors that make the offering speculative or risky. This discussion must be concise and organized logically and should not present risks that could apply to any issuer or any offering.”

Laws 2018, ch. 71, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 12, 2018.

While neither amendment gave effect to the other, both have been given effect in this section as set out above.

The 2021 amendment, effective July 1, 2021, substituted "Three million dollars ($3,000,000.00)" for "Two million dollars ($2,000,000.00)" in (a)(iii)(A); substituted "Ten million dollars ($10,000,000.00)" for "Four million dollars ($4,000,000.00)" in (a)(iii)(B); substituted "twenty-five thousand dollars ($25,000.00)" for "ten thousand dollars ($10,000.00)" in (a)(iv); in the first sentence of (b), deleted "a quarterly report to" following "shall provide," added "information described in paragraph (iv) of this subsection upon request of the" and deleted "to the quarterly report described in this subsection" at the end of the second sentence; substituted "information" for "report" in (b)(i), (b)(ii) and (b)(iii); deleted "if the information is made available within forty-five (45) days after the end of each fiscal quarter and remains available until the next quarterly report is issued" at the end of (b)(ii); in (b)(iii), deleted "shall file each report with the secretary of state and" following "issuer" and added "or the secretary of state"; substituted "information provided" for "report" in (b)(iv); and deleted "since the previous report and" following "compensation earned" in (b)(iv)(A).

§ 17-4-204. Additional exemptions and waivers.

A rule adopted or order issued under this act may exempt a security, transaction, or offer; a rule under this act may exempt a class of securities, transactions, or offers from any or all of the requirements of W.S. 17-4-301 through 17-4-306 and 17-4-504 ; and an order under this act may waive, in whole or in part, any or all of the conditions for an exemption or offer under W.S. 17-4-201 through 17-4-203 .

History. Laws 2016, ch. 22, § 1.

§ 17-4-205. Denial, suspension, revocation, condition, or limitation of exemptions.

1. Except with respect  to a federal covered security or a transaction involving a federal  covered security, an order under this act may deny, suspend application  of, condition, limit, or revoke an exemption created under W.S. 17-4-201(a)(iii)(C), (vii) or (viii), or 17-4-202 and 17-4-203 , or an exemption  or waiver created under W.S. 17-4-204 with respect  to a specific security, transaction, or offer. An order under this  section may be issued only pursuant to the procedures in W.S. 17-4-306(d) or 17-4-604 and only prospectively.
2. A person does  not violate W.S. 17-4-301 , 17-4-303 through 17-4-306 , 17-4-504 , or 17-4-510 by an offer to sell,  offer to purchase, sale, or purchase effected after the entry of an  order issued under this section if the person did not know, and in  the exercise of reasonable care could not have known, of the order.

History. Laws 2016, ch. 22, § 1.

§ 17-4-206. Open blockchain token exemption. [Repealed]

History. Laws 2018, ch. 44, § 1; Repealed by Laws 2019, ch. 170, § 4.

§ 17-4-301. Securities registration requirement.

1. It is unlawful  for a person to offer or sell a security in this state unless:
   1. The security  is a federal covered security;
   2. The security,  transaction, or offer is exempted from registration under W.S. 17-4-201 through 17-4-204 ; or
   3. The security  is registered under this act.

History. Laws 2016, ch. 22, § 1.

§ 17-4-302. Notice filing.

1. With respect  to a federal covered security, as defined in section 18(b)(2) of the  Securities Act of 1933 (15 U.S.C. § 77r(b)(2)), that is not otherwise  exempt under W.S. 17-4-201 through 17-4-204 , a rule adopted  or order issued under this act may require the filing of any or all  of the following records:
   1. Before the initial  offer of a federal covered security in this state, all records that  are part of a federal registration statement filed with the securities  and exchange commission under the Securities Act of 1933 and a consent  to service of process complying with W.S. 17-4-611 signed by the  issuer and the payment of a fee of two hundred dollars ($200.00);
   2. After the initial  offer of the federal covered security in this state, all records that  are part of an amendment to a federal registration statement filed  with the securities and exchange commission under the Securities Act  of 1933; and
   3. To the extent  necessary or appropriate to compute fees, a report of the value of  the federal covered securities sold or offered to persons present  in this state, if the sales data are not included in records filed  with the securities and exchange commission and payment of a fee as  set by rule.
2. A notice filing  under subsection (a) of this section is effective for two (2) years  commencing on the later of the notice filing or the effectiveness  of the offering filed with the securities and exchange commission.  On or before expiration, the issuer may renew a notice filing by filing  a copy of those records filed by the issuer with the securities and  exchange commission that are required by rule or order under this  act to be filed and by paying a renewal fee as set by rule. A previously  filed consent to service of process complying with W.S. 17-4-611 may be incorporated  by reference in a renewal. A renewed notice filing becomes effective  upon the expiration of the filing being renewed.
3. With respect  to a security that is a federal covered security under section 18(b)(4)(D)  of the Securities Act of 1933 (15 U.S.C. § 77r(b)(4)(D)), a rule  under this act may require a notice filing by or on behalf of an issuer  to include a copy of Form D, including the appendix, as promulgated  by the securities and exchange commission, and a consent to service  of process complying with W.S. 17-4-611 signed by the  issuer not later than fifteen (15) days after the first sale of the  federal covered security in this state and the payment of a fee as  set by rule; and the payment of a fee for any late filing as set by  rule.
4. Except with respect  to a federal security under section 18(b)(1) of the Securities Act  of 1933 (15 U.S.C. § 77r(b)(1)), if the secretary of state finds  that there is a failure to comply with a notice or fee requirement  of this section, the secretary of state may issue a stop order suspending  the offer and sale of a federal covered security in this state. If  the deficiency is corrected, the stop order is void as of the time  of its issuance and no penalty may be imposed by the secretary of  state.

History. Laws 2016, ch. 22, § 1.

§ 17-4-303. Securities registration by coordination.

1. A security for  which a registration statement has been filed under the Securities  Act of 1933 in connection with the same offering may be registered  by coordination under this section.
2. A registration  statement and accompanying records under this section must contain  or be accompanied by the following records in addition to the information  specified in W.S. 17-4-305 and a consent  to service of process complying with W.S. 17-4-611 :
   1. A copy of the  latest form of prospectus filed under the Securities Act of 1933;
   2. A copy of the  articles of incorporation and bylaws or their substantial equivalents  currently in effect; a copy of any agreement with or among underwriters;  a copy of any indenture or other instrument governing the issuance  of the security to be registered; and a specimen, copy, or description  of the security that is required by rule adopted or order issued under  this act;
   3. Copies of any  other information or any other records filed by the issuer under the  Securities Act of 1933 requested by the secretary of state; and
   4. An undertaking  to forward each amendment to the federal prospectus, other than an  amendment that delays the effective date of the registration statement,  promptly after it is filed with the securities and exchange commission.
3. A registration  statement under this section becomes effective simultaneously with  or subsequent to the federal registration statement when all the following  conditions are satisfied:
   1. A stop order  under subsection (d) of this section or W.S. 17-4-306 or issued by  the securities and exchange commission is not in effect and a proceeding  is not pending against the issuer under W.S. 17-4-306 ; and
   2. The registration  statement has been on file for at least twenty (20) days or a shorter  period provided by rule adopted or order issued under this act.
4. The registrant  shall promptly notify the secretary of state in a record of the date  when the federal registration statement becomes effective and the  content of any price amendment and shall promptly file a record containing  the price amendment. If the notice is not timely received, the secretary  of state may issue a stop order, without prior notice or hearing,  retroactively denying effectiveness to the registration statement  or suspending its effectiveness until compliance with this section.  The secretary of state shall promptly notify the registrant of an  order by telegram, telephone, or electronic means and promptly confirm  this notice by a record. If the registrant subsequently complies with  the notice requirements of this section, the stop order is void as  of the date of its issuance.
5. If the federal  registration statement becomes effective before each of the conditions  in this section is satisfied or is waived by the secretary of state,  the registration statement is automatically effective under this act  when all the conditions are satisfied or waived. If the registrant  notifies the secretary of state of the date when the federal registration  statement is expected to become effective, the secretary of state  shall promptly notify the registrant by telegram, telephone, or electronic  means and promptly confirm this notice by a record, indicating whether  all the conditions are satisfied or waived and whether the secretary  of state intends the institution of a proceeding under W.S. 17-4-306 . The notice  by the secretary of state does not preclude the institution of such  a proceeding.

History. Laws 2016, ch. 22, § 1.

§ 17-4-304. Securities registration by qualification.

1. A security may  be registered by qualification under this section.
2. A registration  statement under this section must contain the information or records  specified in W.S. 17-4-305 , a consent  to service of process complying with W.S. 17-4-611 , and, if required  by rule adopted under this act, the following information or records:
   1. With respect  to the issuer and any significant subsidiary, its name, address, and  form of organization; the state or foreign jurisdiction and date of  its organization; the general character and location of its business;  a description of its physical properties and equipment; and a statement  of the general competitive conditions in the industry or business  in which it is or will be engaged;
   2. With respect  to each director and officer of the issuer, and other person having  a similar status or performing similar functions, the person’s  name, address, and principal occupation for the previous five (5)  years; the amount of securities of the issuer held by the person as  of the thirtieth day before the filing of the registration statement;  the amount of the securities covered by the registration statement  to which the person has indicated an intention to subscribe; and a  description of any material interest of the person in any material  transaction with the issuer or a significant subsidiary effected within  the previous three (3) years or proposed to be effected;
   3. With respect  to persons covered by paragraph (ii) of this subsection, the aggregate  sum of the remuneration paid to those persons during the previous  twelve (12) months and estimated to be paid during the next twelve  (12) months, directly or indirectly, by the issuer, and all predecessors,  parents, subsidiaries, and affiliates of the issuer;
   4. With respect  to a person owning of record or owning beneficially, if known, ten  percent (10%) or more of the outstanding shares of any class of equity  security of the issuer, the information specified in paragraph (ii)  of this subsection other than the person’s occupation;
   5. With respect  to a promoter, if the issuer was organized within the previous three  (3) years, the information or records specified in paragraph (ii)  of this subsection, any amount paid to the promoter within that period  or intended to be paid to the promoter, and the consideration for  the payment;
   6. With respect  to a person on whose behalf any part of the offering is to be made  in a nonissuer distribution, the person’s name and address;  the amount of securities of the issuer held by the person as of the  date of the filing of the registration statement; a description of  any material interest of the person in any material transaction with  the issuer or any significant subsidiary effected within the previous  three (3) years or proposed to be effected; and a statement of the  reasons for making the offering;
   7. The capitalization  and long term debt, on both a current and pro forma basis, of the  issuer and any significant subsidiary, including a description of  each security outstanding or being registered or otherwise offered,  and a statement of the amount and kind of consideration, whether in  the form of cash, physical assets, services, patents, goodwill, or  anything else of value, for which the issuer or any subsidiary has  issued its securities within the previous two (2) years or is obligated  to issue its securities;
   8. The kind and  amount of securities to be offered; the proposed offering price or  the method by which it is to be computed; any variation at which a  proportion of the offering is to be made to a person or class of persons  other than the underwriters, with a specification of the person or  class; the basis on which the offering is to be made if otherwise  than for cash; the estimated aggregate underwriting and selling discounts  or commissions and finders” fees, including separately cash,  securities, contracts, or anything else of value to accrue to the  underwriters or finders in connection with the offering or, if the  selling discounts or commissions are variable, the basis of determining  them and their maximum and minimum amounts; the estimated amounts  of other selling expenses, including legal, engineering, and accounting  charges; the name and address of each underwriter and each recipient  of a finder’s fee; a copy of any underwriting or selling group  agreement under which the distribution is to be made or the proposed  form of any such agreement whose terms have not yet been determined;  and a description of the plan of distribution of any securities that  are to be offered otherwise than through an underwriter;
   9. The estimated  monetary proceeds to be received by the issuer from the offering;  the purposes for which the proceeds are to be used by the issuer;  the estimated amount to be used for each purpose; the order or priority  in which the proceeds will be used for the purposes stated; the amounts  of any funds to be raised from other sources to achieve the purposes  stated; the sources of the funds; and, if a part of the proceeds is  to be used to acquire property, including goodwill, otherwise than  in the ordinary course of business, the names and addresses of the  vendors, the purchase price, the names of any persons that have received  commissions in connection with the acquisition, and the amounts of  the commissions and other expenses in connection with the acquisition,  including the cost of borrowing money to finance the acquisition;
   10. A description  of any stock options or other security options outstanding, or to  be created in connection with the offering, and the amount of those  options held or to be held by each person required to be named in  paragraph (ii), (iv), (v), (vi), or (viii) of this subsection and  by any person that holds or will hold ten percent (10%) or more in  the aggregate of those options;
   11. The dates of,  parties to, and general effect concisely stated of each managerial  or other material contract made or to be made otherwise than in the  ordinary course of business to be performed in whole or in part at  or after the filing of the registration statement or that was made  within the previous two (2) years, and a copy of the contract;
   12. A description  of any pending litigation, action, or proceeding to which the issuer  is a party and that materially affects its business or assets, and  any litigation, action, or proceeding known to be contemplated by  governmental authorities;
   13. A copy of any  prospectus, pamphlet, circular, form letter, advertisement, or other  sales literature intended as of the effective date to be used in connection  with the offering and any solicitation of interest used in compliance  with W.S. 17-4-202(a)(xvii)(B);
   14. A specimen or  copy of the security being registered, unless the security is uncertificated;  a copy of the issuer’s articles of incorporation and bylaws  or their substantial equivalents, in effect; and a copy of any indenture  or other instrument covering the security to be registered;
   15. A signed or conformed  copy of an opinion of counsel concerning the legality of the security  being registered, with an English translation if it is in a language  other than English, which states whether the security when sold will  be validly issued, fully paid, and nonassessable and, if a debt security,  a binding obligation of the issuer;
   16. A signed or conformed  copy of a consent of any accountant, engineer, appraiser, or other  person whose profession gives authority for a statement made by the  person, if the person is named as having prepared or certified a report  or valuation, other than an official record, that is public, which  is used in connection with the registration statement;
   17. A balance sheet  of the issuer as of a date within four (4) months before the filing  of the registration statement; a statement of income and a statement  of cash flows for each of the three (3) fiscal years preceding the  date of the balance sheet and for any period between the close of  the immediately previous fiscal year and the date of the balance sheet,  or for the period of the issuer’s and any predecessor’s  existence if less than three (3) years; and, if any part of the proceeds  of the offering is to be applied to the purchase of a business, the  financial statements that would be required if that business were  the registrant; and
   18. Any additional  information or records required by rule adopted or order issued under  this act.
3. A registration  statement under this section becomes effective when the secretary  of state so orders.
4. A rule adopted  or order issued under this act may require as a condition of registration  under this section that a prospectus containing a specified part of  the information or record specified in subsection (b) of this section  be sent or given to each person to which an offer is made, before  or concurrently, with the earliest of:
   1. The first offer  made in a record to the person otherwise than by means of a public  advertisement, by or for the account of the issuer or another person  on whose behalf the offering is being made or by an underwriter or  broker-dealer that is offering part of an unsold allotment or subscription  taken by the person as a participant in the distribution;
   2. The confirmation  of a sale made by or for the account of the person;
   3. Payment pursuant  to such a sale; or
   4. Delivery of the  security pursuant to such a sale.

History. Laws 2016, ch. 22, § 1.

§ 17-4-305. Securities registration filings.

1. A registration  statement may be filed by the issuer, a person on whose behalf the  offering is to be made, or a broker-dealer registered under this act.
2. A person filing  a registration statement shall pay a filing fee of one-fiftieth of  one percent (.0002) of the total dollar offering amount to be offered  in this state, but the fee shall in no case be less than two hundred  dollars ($200.00) nor more than six hundred dollars ($600.00) when  filing an initial registration statement or renewing a previously  filed registration statement. If a registration statement is withdrawn  before the effective date or a preeffective stop order is issued under W.S. 17-4-306 the secretary  of state shall retain one hundred dollars ($100.00) of the fee.
3. A registration  statement filed under W.S. 17-4-303 or 17-4-304 must specify:
   1. The amount of  securities to be offered in this state;
   2. The states in  which a registration statement or similar record in connection with  the offering has been or is to be filed; and
   3. Any adverse order,  judgment, or decree issued in connection with the offering by a state  securities regulator, the securities and exchange commission, or a  court.
4. A record filed  under this act or the predecessor act within five (5) years preceding  the filing of a registration statement may be incorporated by reference  in the registration statement to the extent that the record is currently  accurate.
5. In the case of  a nonissuer distribution, information or a record may not be required  under subsection (j) of this section or W.S. 17-4-304 , unless it  is known to the person filing the registration statement or to the  person on whose behalf the distribution is to be made or unless it  can be furnished by those persons without unreasonable effort or expense.
6. A rule adopted  or order issued under this act may require as a condition of registration  that a security issued within the previous five (5) years or to be  issued to a promoter for a consideration substantially less than the  public offering price or to a person for a consideration other than  cash be deposited in escrow; and that the proceeds from the sale of  the registered security in this state be impounded until the issuer  receives a specified amount from the sale of the security either in  this state or elsewhere. The conditions of any escrow or impoundment  required under this subsection may be established by rule adopted  or order issued under this act, but the secretary of state may not  reject a depository institution solely because of its location in  another state.
7. A rule adopted  or order issued under this act may require as a condition of registration  that a security registered under this act be sold only on a specified  form of subscription or sale contract and that a signed or conformed  copy of each contract be filed under this act or preserved for a period  specified by the rule or order, which may not be longer than five  (5) years.
8. Except while  a stop order is in effect under W.S. 17-4-306 , a registration  statement is effective for one (1) year after its effective date,  or for any longer period designated in an order under this act during  which the security is being offered or distributed in a nonexempted  transaction by or for the account of the issuer or other person on  whose behalf the offering is being made or by an underwriter or broker-dealer  that is still offering part of an unsold allotment or subscription  taken as a participant in the distribution. For the purposes of a  nonissuer transaction, all outstanding securities of the same class  identified in the registration statement as a security registered  under this act are considered to be registered while the registration  statement is effective. If any securities of the same class are outstanding,  a registration statement may not be withdrawn until one (1) year after  its effective date. A registration statement may be withdrawn only  with the approval of the secretary of state.
9. While a registration  statement is effective, a rule adopted or order issued under this  act may require the person that filed the registration statement to  file reports, not more often than quarterly, to keep the information  or other record in the registration statement reasonably current and  to disclose the progress of the offering.
10. A registration  statement may be amended after its effective date. The post effective  amendment becomes effective when the secretary of state so orders.  If a post effective amendment is made to increase the number of securities  specified to be offered or sold, the person filing the amendment shall  pay a registration fee specified in subsection (b) of this section.  A post effective amendment relates back to the date of the offering  of the additional securities being registered if, within one (1) year  after the date of the sale, the amendment is filed and the additional  registration fee is paid.

History. Laws 2016, ch. 22, § 1.

§ 17-4-306. Denial, suspension, and revocation of securities registration.

1. The secretary  of state may issue a stop order denying effectiveness to, or suspending  or revoking the effectiveness of, a registration statement if the  secretary of state finds that the order is in the public interest  and that:
   1. The registration  statement as of its effective date or before the effective date in  the case of an order denying effectiveness, an amendment under W.S. 17-4-305(k) as of its  effective date, or a report under W.S. 17-4-305(j), is incomplete  in a material respect or contains a statement that, in the light of  the circumstances under which it was made, was false or misleading  with respect to a material fact;
   2. This act or a  rule adopted or order issued under this act or a condition imposed  under this act has been willfully violated, in connection with the  offering, by the person filing the registration statement; by the  issuer, a partner, officer, or director of the issuer or a person  having a similar status or performing a similar function; a promoter  of the issuer; or a person directly or indirectly controlling or controlled  by the issuer; but only if the person filing the registration statement  is directly or indirectly controlled by or acting for the issuer;  or by an underwriter;
   3. The security  registered or sought to be registered is the subject of a permanent  or temporary injunction of a court of competent jurisdiction or an  administrative stop order or similar order issued under any federal,  foreign, or state law other than this act applicable to the offering,  but the secretary of state may not institute a proceeding against  an effective registration statement under this paragraph more than  one (1) year after the date of the order or injunction on which it  is based, and the secretary of state may not issue an order under  this paragraph on the basis of an order or injunction issued under  the securities act of another state unless the order or injunction  was based on conduct that would constitute, as of the date of the  order, a ground for a stop order under this section;
   4. The issuer’s  enterprise or method of business includes or would include activities  that are unlawful where performed;
   5. With respect  to a security sought to be registered under W.S. 17-4-303 , there has  been a failure to comply with the undertaking required by W.S. 17-4-303 (b)(iv);
   6. The applicant  or registrant has not paid the filing fee, but the secretary of state  shall void the order if the deficiency is corrected; or
   7. The offering:
      1. Will work or  tend to work a fraud upon purchasers or would so operate;
      2. Has been or would  be made with unreasonable amounts of underwriters” and sellers”  discounts, commissions, or other compensation, or promoters”  profits or participations, or unreasonable amounts or kinds of options;  or
      3. Is being made  on terms that are unfair, unjust, or inequitable.
2. To the extent  practicable, the secretary of state by rule adopted or order issued  under this act shall publish standards that provide notice of conduct  that violates paragraph (a)(vii) of this section.
3. The secretary  of state may not institute a stop order proceeding against an effective  registration statement on the basis of conduct or a transaction known  to the secretary of state when the registration statement became effective  unless the proceeding is instituted within thirty (30) days after  the registration statement became effective.
4. The secretary  of state may summarily revoke, deny, postpone, or suspend the effectiveness  of a registration statement pending final determination of an administrative  proceeding. Upon the issuance of the order, the secretary of state  shall promptly notify each person specified in subsection (e) of this  section that the order has been issued, the reasons for the revocation,  denial, postponement, or suspension, and that within fifteen (15)  days after the receipt of a request in a record from the person the  matter will be scheduled for a hearing. If a hearing is not requested  and none is ordered by the secretary of state, within thirty (30)  days after the date of service of the order, the order becomes final.  If a hearing is requested or ordered, the secretary of state, after  notice of and opportunity for hearing for each person subject to the  order, may modify or vacate the order or extend the order until final  determination.
5. A stop order  may not be issued under this section without:
   1. Appropriate notice  to the applicant or registrant, the issuer, and the person on whose  behalf the securities are to be or have been offered;
   2. An opportunity  for hearing; and
   3. Findings of fact  and conclusions of law in a record in accordance with the Wyoming  Administrative Procedure Act.
6. The secretary  of state may modify or vacate a stop order issued under this section  if the secretary of state finds that the conditions that caused its  issuance have changed or that it is necessary or appropriate in the  public interest or for the protection of investors.

History. Laws 2016, ch. 22, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

What gives rise to right of rescission under state blue sky laws, 52 ALR5th 491.

Persons liable for false registration statement under § 11 of Securities Act of 1933 (15 U.S.C. § 77k), 114 ALR Fed 551.

§ 17-4-307. Waiver and modification.

The secretary of state may waive or modify, in whole or in part, any or all of the requirements of W.S. 17-4-302 , 17-4-303 , and 17-4-304(b) or the requirement of any information or record in a registration statement or in a periodic report filed pursuant to W.S. 17-4-305(j).

History. Laws 2016, ch. 22, § 1.

§ 17-4-401. Broker-dealers registration requirement and exemptions.

1. It is unlawful  for a person to transact business in this state as a broker-dealer  unless the person is registered under this act as a broker-dealer  or is exempt from registration as a broker-dealer under subsection  (b) or (d) of this section.
2. The following  persons are exempt from the registration requirement of subsection  (a) of this section:
   1. A broker-dealer  without a place of business in this state if its only transactions  effected in this state are exclusively with or through:
      1. The issuer of  the securities involved in the transactions;
      2. A broker-dealer  registered as a broker-dealer under this act or not required to be  registered as a broker-dealer under this act;
      3. An institutional  investor;
      4. A nonaffiliated  federal covered investment adviser with investments under management  in excess of one hundred million dollars ($100,000,000.00) acting  for the account of others pursuant to discretionary authority in a  signed record;
      5. A bona fide preexisting  customer whose principal place of residence is not in this state and  the person is registered as a broker-dealer under the Securities Exchange  Act of 1934 or not required to be registered under the Securities  Exchange Act of 1934 and is registered under the securities act of  the state in which the customer maintains a principal place of residence;
      6. A bona fide preexisting  customer whose principal place of residence is in this state but was  not present in this state when the customer relationship was established,  if:
         1. The broker-dealer  is registered under the Securities Exchange Act of 1934 or not required  to be registered under the Securities Exchange Act of 1934 and is  registered under the securities laws of the state in which the customer  relationship was established and where the customer had maintained  a principal place of residence; and
         2. Within forty-five  (45) days after the customer’s first transaction in this state,  the person files an application for registration as a broker-dealer  in this state and a further transaction is not effected more than  seventy-five (75) days after the date on which the application is  filed, or, if earlier, the date on which the secretary of state notifies  the person that the secretary of state has denied the application  for registration or has stayed the pendency of the application for  good cause.
      7. Not more than  one (1) customer in this state during the previous twelve (12) months,  in addition to those customers specified in subparagraphs (A) through  (F) and under subparagraph (H) of this paragraph, if the broker-dealer  is registered under the Securities Exchange Act of 1934 or not required  to be registered under the Securities Exchange Act of 1934 and is  registered under the securities act of the state in which the broker-dealer  has its principal place of business; and
      8. Any other person  exempted by rule adopted or order issued under this act.
   2. A person that  deals solely in United States government securities and is supervised  as a dealer in government securities by the board of governors of  the federal reserve system, the comptroller of the currency, the federal  deposit insurance corporation, or the office of thrift supervision.
3. It is unlawful  for a broker-dealer, or for an issuer engaged in offering, offering  to purchase, purchasing, or selling securities in this state, directly  or indirectly, to employ or associate with an individual to engage  in an activity related to securities transactions in this state if  the registration of the individual is suspended or revoked or the  individual is barred from employment or association with a broker-dealer,  an issuer, an investment adviser, or a federal covered investment  adviser by an order of the secretary of state under this act, the  securities and exchange commission, or a self-regulatory organization.  A broker-dealer or issuer does not violate this subsection if the  broker-dealer or issuer did not know and in the exercise of reasonable  care could not have known, of the suspension, revocation, or bar.  Upon request from a broker-dealer or issuer and for good cause, an  order under this act may modify or waive, in whole or in part, the  application of the prohibitions of this subsection to the broker-dealer.
4. A rule adopted  or order issued under this act may permit:
   1. A broker-dealer  that is registered in Canada or other foreign jurisdiction and that  does not have a place of business in this state to effect transactions  in securities with or for, or attempt to effect the purchase or sale  of any securities by:
      1. An individual  from Canada or other foreign jurisdiction who is temporarily present  in this state and with whom the broker-dealer had a bona fide customer  relationship before the individual entered the United States;
      2. An individual  from Canada or other foreign jurisdiction who is present in this state  and whose transactions are in a self-directed tax advantaged retirement  plan of which the individual is the holder or contributor in that  foreign jurisdiction; or
      3. An individual  who is present in this state, with whom the broker-dealer customer  relationship arose while the individual was temporarily or permanently  resident in Canada or the other foreign jurisdiction.
   2. An agent who  represents a broker-dealer that is exempt under this subsection to  effect transactions in securities or attempt to effect the purchase  or sale of securities in this state as permitted for a broker-dealer  described in paragraph (i) of this subsection.

History. Laws 2016, ch. 22, § 1.

Applied in

Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

§ 17-4-402. Agent registration requirement and exemptions.

1. It is unlawful  for an individual to transact business in this state as an agent unless  the individual is registered under this act as an agent or is exempt  from registration as an agent under subsection (b) of this section.
2. The following  individuals are exempt from the registration requirement of subsection  (a) of this section:
   1. An individual  who represents a broker-dealer in effecting transactions in this state  limited to those described in section 15(h)(2) of the Securities Exchange  Act of 1934 (15 U.S.C. § 78(o)(2));
   2. An individual  who represents a broker-dealer that is exempt under W.S. 17-4-401(b) or (d);
   3. An individual  who represents an issuer with respect to an offer or sale of the issuer’s  own securities or those of the issuer’s parent or any of the  issuer’s subsidiaries, and who is not compensated in connection  with the individual’s participation by the payment of commissions  or other remuneration based, directly or indirectly, on transactions  in those securities;
   4. An individual  who represents an issuer and who effects transactions in the issuer’s  securities exempted by W.S. 17-4-202 , other than W.S. 17-4-202 (a)(xi) and  (xiv);
   5. An individual  who represents an issuer that effects transactions solely in federal  covered securities of the issuer, but an individual who effects transactions  in a federal covered security under section 18(b)(3) or 18(b)(4)(D)  of the Securities Act of 1933 (15 U.S.C. § 77r(b)(3) or 77r(b)(4)(D))  is not exempt if the individual is compensated in connection with  the agent’s participation by the payment of commissions or  other remuneration based, directly or indirectly, on transactions  in those securities;
   6. An individual  who represents a broker-dealer registered in this state under W.S. 17-4-401(a) or exempt  from registration under W.S. 17-4-401(b) in the offer  and sale of securities for an account of a nonaffiliated federal covered  investment adviser with investments under management in excess of  one hundred million dollars ($100,000,000.00) acting for the account  of others pursuant to discretionary authority in a signed record;
   7. An individual  who represents an issuer in connection with the purchase of the issuer’s  own securities;
   8. An individual  who represents an issuer and who restricts participation to performing  clerical or ministerial acts; or
   9. Any other individual  exempted by rule adopted or order issued under this act.
3. The registration  of an agent is effective only while the agent is employed by or associated  with a broker-dealer registered under this act or an issuer that is  offering, selling, or purchasing its securities in this state.
4. It is unlawful  for a broker-dealer, or an issuer engaged in offering, selling, or  purchasing securities in this state, to employ or associate with an  agent who transacts business in this state on behalf of broker-dealers  or issuers unless the agent is registered under subsection (a) of  this section or exempt from registration under subsection (b) of this  section.

History. Laws 2016, ch. 22, § 1.

§ 17-4-403. Investment adviser registration requirement.

1. It is unlawful  for a person to transact business in this state as an investment adviser  unless the person is registered under this act as an investment adviser  or is exempt from registration as an investment adviser under subsection  (b) of this section.
2. The following  persons are exempt from the registration requirement of subsection  (a) of this section:
   1. A person without  a place of business in this state that is registered under the securities  act of the state in which the person has its principal place of business  if its only clients in this state are:
      1. Federal covered  investment advisers, investment advisers registered under this act,  or broker-dealers registered under this act;
      2. Institutional  investors;
      3. Bona fide preexisting  clients whose principal places of residence are not in this state  if the investment adviser is registered under the securities act of  the state in which the clients maintain principal places of residence;  or
      4. Any other client  exempted by rule adopted or order issued under this act.
   2. A person without  a place of business in this state if the person has had, during the  preceding twelve (12) months, not more than five (5) clients that  are resident in this state in addition to those specified under paragraph  (i) of this subsection; or
   3. Any other person  exempted by rule adopted or order issued under this act.
3. It is unlawful  for an investment adviser, directly or indirectly, to employ or associate  with an individual to engage in an activity related to investment  advice in this state if the registration of the individual is suspended  or revoked or the individual is barred from employment or association  with an investment adviser, federal covered investment adviser, or  broker-dealer by an order under this act, the securities and exchange  commission, or a self-regulatory organization, unless the investment  adviser did not know, and in the exercise of reasonable care could  not have known, of the suspension, revocation, or bar. Upon request  from the investment adviser and for good cause, the secretary of state,  by order, may waive, in whole or in part, the application of the prohibitions  of this subsection to the investment adviser.
4. It is unlawful  for an investment adviser to employ or associate with an individual  required to be registered under this act as an investment adviser  representative who transacts business in this state on behalf of the  investment adviser unless the individual is registered under W.S. 17-4-404(a) or is exempt  from registration under W.S. 17-4-404(b).

History. Laws 2016, ch. 22, § 1.

§ 17-4-404. Investment adviser representative registration requirement and exemptions.

1. It is unlawful  for an individual to transact business in this state as an investment  adviser representative unless the individual is registered under this  act as an investment adviser representative or is exempt from registration  as an investment adviser representative under subsection (b) of this  section.
2. The following  individuals are exempt from the registration requirement of subsection  (a) of this section:
   1. An individual  who is employed by or associated with an investment adviser that is  exempt from registration under W.S. 17-4-403(b) or a federal  covered investment adviser that is excluded from the notice filing  requirements of W.S. 17-4-405 ; and
   2. Any other individual  exempted by rule adopted or order issued under this act.
3. The registration  of an investment adviser representative is not effective while the  investment adviser representative is not employed by or associated  with an investment adviser registered under this act or a federal  covered investment adviser that has made or is required to make a  notice filing under W.S. 17-4-405 .
4. An individual  may transact business as an investment adviser representative for  more than one (1) investment adviser or federal covered investment  adviser unless a rule adopted or order issued under this act prohibits  or limits an individual from acting as an investment adviser representative  for more than one (1) investment adviser or federal covered investment  adviser.
5. It is unlawful  for an individual acting as an investment adviser representative,  directly or indirectly, to conduct business in this state on behalf  of an investment adviser or a federal covered investment adviser if  the registration of the individual as an investment adviser representative  is suspended or revoked or the individual is barred from employment  or association with an investment adviser or a federal covered investment  adviser by an order under this act, the securities and exchange commission,  or a self-regulatory organization. Upon request from a federal covered  investment adviser and for good cause, the secretary of state, by  order issued, may waive, in whole or in part, the application of the  requirements of this subsection to the federal covered investment  adviser.
6. An investment  adviser registered under this act, a federal covered investment adviser  that has filed a notice under W.S. 17-4-405 , or a broker-dealer  registered under this act is not required to employ or associate with  an individual as an investment adviser representative if the only  compensation paid to the individual for a referral of investment advisory  clients is paid to an investment adviser registered under this act,  a federal covered investment adviser who has filed a notice under W.S. 17-4-405 , or a broker-dealer  registered under this act with which the individual is employed or  associated as an investment adviser representative.

History. Laws 2016, ch. 22, § 1.

§ 17-4-405. Federal covered investment adviser notice filing requirement.

1. Except with respect  to a federal covered investment adviser described in subsection (b)  of this section, it is unlawful for a federal covered investment adviser  to transact business in this state as a federal covered investment  adviser unless the federal covered investment adviser complies with  subsection (c) of this section.
2. The following  federal covered investment advisers are not required to comply with  subsection (c) of this section:
   1. A federal covered  investment adviser without a place of business in this state if its  only clients in this state are:
      1. Federal covered  investment advisers, investment advisers registered under this act,  and broker-dealers registered under this act;
      2. Institutional  investors;
      3. Bona fide preexisting  clients whose principal places of residence are not in this state;  or
      4. Other clients  specified by rule adopted or order issued under this act.
   2. A federal covered  investment adviser without a place of business in this state if the  person has had, during the preceding twelve (12) months, not more  than five (5) clients that are resident in this state in addition  to those specified under paragraph (i) of this subsection; and
   3. Any other person  excluded by rule adopted or order issued under this act.
3. A person acting  as a federal covered investment adviser, not excluded under subsection  (b) of this section, shall file a notice, a consent to service of  process complying with W.S. 17-4-611 , and such records  as have been filed with the securities and exchange commission under  the Investment Advisers Act of 1940 required by rule adopted or order  issued under this act and pay the fees specified in W.S. 17-4-410(e).
4. The notice under  subsection (c) of this section becomes effective upon its filing.

History. Laws 2016, ch. 22, § 1.

§ 17-4-406. Registration by broker-dealer, agent, investment adviser, and investment adviser representative.

1. A person shall  register as a broker-dealer, agent, investment adviser, or investment  adviser representative by filing an application and a consent to service  of process complying with W.S. 17-4-611 , and paying  the fee specified in W.S. 17-4-410 and any reasonable  fees charged by the designee of the secretary of state for processing  the filing. The application must contain:
   1. The information  or record required for the filing of a uniform application; and
   2. Upon request  by the secretary of state, any other financial or other information  or record that the secretary of state determines is appropriate.
2. If the information  or record contained in an application filed under subsection (a) of  this section is or becomes inaccurate or incomplete in a material  respect, the registrant shall promptly file a correcting amendment.
3. If an order is  not in effect and a proceeding is not pending under W.S. 17-4-412 , registration  becomes effective at noon on the forty-fifth day after a completed  application is filed, unless the registration is denied. A rule adopted  or order issued under this act may set an earlier effective date or  may defer the effective date until noon on the forty-fifth day after  the filing of any amendment completing the application.
4. A registration  is effective until midnight on December 31 of the year for which the  application for registration is filed. Unless an order is in effect  under W.S. 17-4-412 , a registration  may be automatically renewed each year by filing such records as are  required by rule adopted or order issued under this act, by paying  the fee specified in W.S. 17-4-410 , and by paying  costs charged by the designee of the secretary of state for processing  the filings.
5. A rule adopted  or order issued under this act may impose such other conditions, not  inconsistent with the National Securities Markets Improvement Act  of 1996. An order issued under this act may waive, in whole or in  part, specific requirements in connection with registration as are  in the public interest and for the protection of investors.

History. Laws 2016, ch. 22, § 1.

§ 17-4-407. Succession and change in registration of broker-dealer or investment adviser.

1. A broker-dealer  or investment adviser may succeed to the current registration of another  broker-dealer or investment adviser or a notice filing of a federal  covered investment adviser, and a federal covered investment adviser  may succeed to the current registration of an investment adviser or  notice filing of another federal covered investment adviser, by filing  as a successor an application for registration pursuant to W.S. 17-4-401 or 17-4-403 or a notice pursuant  to W.S. 17-4-405 for the unexpired  portion of the current registration or notice filing.
2. A broker-dealer  or investment adviser that changes its form of organization or state  of incorporation or organization may continue its registration by  filing an amendment to its registration if the change does not involve  a material change in its financial condition or management. The amendment  becomes effective when filed or on a date designated by the registrant  in its filing. The new organization is a successor to the original  registrant for the purposes of this act. If there is a material change  in financial condition or management, the broker-dealer or investment  adviser shall file a new application for registration. A predecessor  registered under this act shall stop conducting its securities business  other than winding down transactions and shall file for withdrawal  of broker-dealer or investment adviser registration within forty-five  (45) days after filing its amendment to effect succession.
3. A broker-dealer  or investment adviser that changes its name may continue its registration  by filing an amendment to its registration. The amendment becomes  effective when filed or on a date designated by the registrant.
4. A change of control  of a broker-dealer or investment adviser may be made in accordance  with a rule adopted or order issued under this act.

History. Laws 2016, ch. 22, § 1.

§ 17-4-408. Termination of employment or association of agent and investment adviser representative and transfer of employment or association.

1. If an agent registered  under this act terminates employment by or association with a broker-dealer  or issuer, or if an investment adviser representative registered under  this act terminates employment by or association with an investment  adviser or federal covered investment adviser, or if either registrant  terminates activities that require registration as an agent or investment  adviser representative, the broker-dealer, issuer, investment adviser,  or federal covered investment adviser shall promptly file a notice  of termination. If the registrant learns that the broker-dealer, issuer,  investment adviser, or federal covered investment adviser has not  filed the notice, the registrant may do so.
2. If an agent registered  under this act terminates employment by or association with a broker-dealer  registered under this act and begins employment by or association  with another broker-dealer registered under this act; or if an investment  adviser representative registered under this act terminates employment  by or association with an investment adviser registered under this  act or a federal covered investment adviser that has filed a notice  under W.S. 17-4-405 and begins  employment by or association with another investment adviser registered  under this act or a federal covered investment adviser that has filed  a notice under W.S. 17-4-405 ; then upon  the filing by or on behalf of the registrant, within thirty (30) days  after the termination, of an application for registration that complies  with the requirement of W.S. 17-4-406(a) and payment  of the filing fee required under W.S. 17-4-410 , the registration  of the agent or investment adviser representative is:
   1. Immediately effective  as of the date of the completed filing, if the agent’s central  registration depository record or successor record or the investment  adviser representative’s investment adviser registration depository  record or successor record does not contain a new or amended disciplinary  disclosure within the previous twelve (12) months; or
   2. Temporarily effective  as of the date of the completed filing, if the agent’s central  registration depository record or successor record or the investment  adviser representative’s investment adviser registration depository  record or successor record contains a new or amended disciplinary  disclosure within the preceding twelve (12) months.
3. The secretary  of state may withdraw a temporary registration if there are or were  grounds for discipline as specified in W.S. 17-4-412 and the secretary  of state does so within thirty (30) days after the filing of the application.  If the secretary of state does not withdraw the temporary registration  within the thirty (30) day period, registration becomes automatically  effective on the thirty-first day after filing.
4. The secretary  of state may prevent the effectiveness of a transfer of an agent or  investment adviser representative under paragraph (b)(i) or (ii) of  this section based on the public interest and the protection of investors.
5. If the secretary  of state determines that a registrant or applicant for registration  is no longer in existence or has ceased to act as a broker-dealer,  agent, investment adviser, or investment adviser representative, or  is the subject of an adjudication of incapacity or is subject to the  control of a committee, conservator, or guardian, or cannot reasonably  be located, a rule adopted or order issued under this act may require  the registration be cancelled or terminated or the application denied.  The secretary of state may reinstate a cancelled or terminated registration,  with or without hearing, and may make the registration retroactive.

History. Laws 2016, ch. 22, § 1.

§ 17-4-409. Withdrawal of registration of broker-dealer, agent, investment adviser, and investment adviser representative.

Withdrawal of registration by a broker-dealer, agent, investment adviser, or investment adviser representative becomes effective sixty (60) days after the filing of the application to withdraw or within any shorter period as provided by rule adopted or order issued under this act unless a revocation or suspension proceeding is pending when the application is filed. If a proceeding is pending, withdrawal becomes effective when and upon such conditions as required by rule adopted or order issued under this act. The secretary of state may institute a revocation or suspension proceeding under W.S. 17-4-412 within one (1) year after the withdrawal became effective automatically and issue a revocation or suspension order as of the last date on which registration was effective if a proceeding is not pending.

History. Laws 2016, ch. 22, § 1.

§ 17-4-410. Filing fees.

1. A person shall pay a fee of two hundred fifty dollars ($250.00) when initially filing an application for registration as a broker-dealer and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as a broker-dealer. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.
2. The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an agent, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an agent, and a fee of forty-five dollars ($45.00) when filing for a change of registration as an agent. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.
3. A person shall pay a fee of two hundred fifty dollars ($250.00) when filing an application for registration as an investment adviser and a fee of two hundred fifty dollars ($250.00) when filing a renewal of registration as an investment adviser. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.
4. The fee for an individual is forty-five dollars ($45.00) when filing an application for registration as an investment adviser representative, a fee of forty-five dollars ($45.00) when filing a renewal of registration as an investment adviser representative, and a fee of forty-five dollars ($45.00) when filing a change of registration as an investment adviser representative. If the filing results in a denial or withdrawal, the secretary of state shall retain the entire fee.
5. A federal covered investment adviser required to file a notice under W.S. 17-4-405 shall pay an initial fee of two hundred fifty dollars ($250.00) and an annual notice fee of two hundred fifty dollars ($250.00).
6. A person required to pay a filing or notice fee under this section may transmit the fee through or to a designee as a rule or order provides under this act.
7. An investment adviser representative who is registered as an agent under W.S. 17-4-402 and who represents a person that is both registered as a broker-dealer under W.S. 17-4-401 and registered as an investment adviser under W.S. 17-4-403 or required as a federal covered investment adviser to make a notice filing under W.S. 17-4-405 is not required to pay an initial or annual registration fee for registration as an investment adviser representative.

History. Laws 2016, ch. 22, § 1; 2021, ch. 51, § 1.

The 2021 amendment, effective July 1, 2021, substituted "two hundred fifty dollars ($250.00)" for "two hundred dollars ($200.00)" twice in (a).

§ 17-4-411. Post registration requirements.

1. Subject to section  15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h))  or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. §  80b-22), a rule adopted or order issued under this act may establish  minimum financial requirements for broker-dealers registered or required  to be registered under this act and investment advisers registered  or required to be registered under this act.
2. Subject to section  15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h))  or section 222(b) of the Investment Advisers Act of 1940 (15 U.S.C.  § 80b-22), a broker-dealer registered or required to be registered  under this act and an investment adviser registered or required to  be registered under this act shall file such financial reports as  are required by a rule adopted or order issued under this act. If  the information contained in a record filed under this subsection  is or becomes inaccurate or incomplete in a material respect, the  registrant shall promptly file a correcting amendment.
3. Subject to section  15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h))  or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. §  80b-22):
   1. A broker-dealer  registered or required to be registered under this act and an investment  adviser registered or required to be registered under this act shall  make and maintain the accounts, correspondence, memoranda, papers,  books, and other records required by rule adopted or order issued  under this act;
   2. Broker-dealer  records required to be maintained under paragraph (i) of this subsection  may be maintained in any form of data storage acceptable under section  17(a) of the Securities Exchange Act of 1934 (15 U.S.C. § 78q(a))  if they are readily accessible to the secretary of state; and
   3. Investment adviser  records required to be maintained under paragraph (i) of this subsection  may be maintained in any form of data storage required by rule adopted  or order issued under this act.
4. The records of  a broker-dealer registered or required to be registered under this  act and of an investment adviser registered or required to be registered  under this act are subject to such reasonable periodic, special, or  other audits or inspections by a representative of the secretary of  state, within or without this state, as the secretary of state considers  necessary or appropriate in the public interest and for the protection  of investors. An audit or inspection may be made at any time and without  prior notice. The secretary of state may copy, and remove for audit  or inspection copies of, all records the secretary of state reasonably  considers necessary or appropriate to conduct the audit or inspection.  The secretary of state may assess a reasonable charge for conducting  an audit or inspection under this subsection.
5. Subject to section  15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h))  or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. §  80b-22), a rule adopted or order issued under this act may require  a broker-dealer or investment adviser that has custody of or discretionary  authority over funds or securities of a customer or client to obtain  insurance or post a bond or other satisfactory form of security in  an amount as set by rule. The secretary of state may determine the  requirements of the insurance, bond, or other satisfactory form of  security. Insurance or a bond or other satisfactory form of security  may not be required of a broker-dealer registered under this act whose  net capital exceeds, or of an investment adviser registered under  this act whose minimum financial requirements exceed, the amounts  required by rule or order under this act. The insurance, bond, or  other satisfactory form of security must permit an action by a person  to enforce any liability on the insurance, bond, or other satisfactory  form of security if instituted within the time limitations in W.S. 17-4-509(k)(ii).
6. Subject to section  15(h) of the Securities Exchange Act of 1934 (15 U.S.C. § 78o(h))  or section 222 of the Investment Advisers Act of 1940 (15 U.S.C. §  80b-22), an agent may not have custody of funds or securities of a  customer except under the supervision of a broker-dealer and an investment  adviser representative may not have custody of funds or securities  of a client except under the supervision of an investment adviser  or a federal covered investment adviser. A rule adopted or order issued  under this act may prohibit, limit, or impose conditions on a broker-dealer  regarding custody of funds or securities of a customer and on an investment  adviser regarding custody of securities or funds of a client.
7. With respect  to an investment adviser registered or required to be registered under  this act, a rule adopted or order issued under this act may require  that information or other record be furnished or disseminated to clients  or prospective clients in this state as necessary or appropriate in  the public interest and for the protection of investors and advisory  clients.
8. A rule adopted  or order issued under this act may require an individual registered  under W.S. 17-4-402 or 17-4-404 to participate in  a continuing education program approved by the securities and exchange  commission and administered by a self-regulatory organization or,  in the absence of such a program, a rule adopted or order issued under  this act may require continuing education for an individual registered  under W.S. 17-4-404 .

History. Laws 2016, ch. 22, § 1.

§ 17-4-412. Denial, revocation, suspension, withdrawal, restriction, condition, or limitation of registration.

1. If the secretary  of state finds that the order is in the public interest and subsection  (d) of this section authorizes the action, an order issued under this  act may deny an application, or may condition or limit registration  of an applicant to be a broker-dealer, agent, investment adviser,  or investment adviser representative, and, if the applicant is a broker-dealer  or investment adviser, of a partner, officer, director, or person  having a similar status or performing similar functions, or a person  directly or indirectly in control, of the broker-dealer or investment  adviser.
2. If the secretary  of state finds that the order is in the public interest and subsection  (d) of this section authorizes the action, an order issued under this  act may revoke, suspend, condition, or limit the registration of a  registrant and, if the registrant is a broker-dealer or investment  adviser, of a partner, officer, director, or person having a similar  status or performing similar functions, or a person directly or indirectly  in control, of the broker-dealer or investment adviser. However, the  secretary of state may not:
   1. Institute a revocation  or suspension proceeding under this subsection based on an order issued  under a law of another state that is reported to the secretary of  state or a designee of the secretary of state more than one (1) year  after the date of the order on which it is based; or
   2. Under subparagraph  (d)(v)(A) or (B) of this section, issue an order on the basis of an  order issued under the securities act of another state unless the  other order was based on conduct for which subsection (d) would authorize  the action had the conduct occurred in this state.
3. If the secretary  of state finds that the order is in the public interest and paragraph  (d)(i) through (vi), (viii), (ix), (x), or (xii) and (xiii) of this  section authorizes the action, an order under this act may censure,  impose a bar or impose a civil penalty in an amount not to exceed  a maximum of five thousand dollars ($5,000.00) for a single violation  or fifty thousand dollars ($50,000.00) for more than one (1) violation,  on a registrant, and, if the registrant is a broker-dealer or investment  adviser, a partner, officer, director, or person having a similar  status or performing similar functions, or a person directly or indirectly  in control, of the broker-dealer or investment adviser.
4. A person may  be disciplined under subsections (a) through (c) of this section if  the person:
   1. Has filed an  application for registration in this state under this act or the predecessor  act within the previous ten (10) years, which, as of the effective  date of registration or as of any date after filing in the case of  an order denying effectiveness, was incomplete in any material respect  or contained a statement that, in light of the circumstances under  which it was made, was false or misleading with respect to a material  fact;
   2. Willfully violated  or willfully failed to comply with this act or the predecessor act  or a rule adopted or order issued under this act or the predecessor  act within the previous ten (10) years;
   3. Has been convicted of a felony that relates to practice in securities and investing or to the ability to practice as a broker-dealer, agent, investment adviser, or investment adviser representative, as identified in rule by the secretary of state consistent with W.S. 33-1-304 , or within the previous ten (10) years has been convicted of a misdemeanor involving a security, a commodity future or option contract, or an aspect of a business involving securities, commodities, investments, franchises, insurance, banking, or finance;
   4. Is enjoined or  restrained by a court of competent jurisdiction in an action instituted  by the secretary of state under this act or the predecessor act, a  state, the securities and exchange commission, or the United States  from engaging in or continuing an act, practice, or course of business  involving an aspect of a business involving securities, commodities,  investments, franchises, insurance, banking, or finance;
   5. Is the subject  of an order, issued after notice and opportunity for hearing by:
      1. The securities,  depository institution, insurance, or other financial services regulator  of a state or by the securities and exchange commission or other federal  agency denying, revoking, barring, or suspending registration as a  broker-dealer, agent, investment adviser, federal covered investment  adviser, or investment adviser representative;
      2. The securities  regulator of a state or the securities and exchange commission against  a broker-dealer, agent, investment adviser, investment adviser representative,  or federal covered investment adviser;
      3. The securities  and exchange commission or a self-regulatory organization suspending  or expelling the registrant from membership in the self-regulatory  organization;
      4. A court adjudicating  a United States postal service fraud order;
      5. The insurance  regulator of a state denying, suspending, or revoking registration  as an insurance agent; or
      6. A depository  institution regulator suspending or barring the person from the depository  institution business.
   6. Is the subject  of an adjudication or determination, after notice and opportunity  for hearing, by the securities and exchange commission, the commodity  futures trading commission; the federal trade commission; a federal  depository institution regulator, or a depository institution, insurance,  or other financial services regulator of a state that the person willfully  violated the Securities Act of 1933, the Securities Exchange Act of  1934, the Investment Advisers Act of 1940, the Investment Company  Act of 1940, or the Commodity Exchange Act, the securities or commodities  law of a state, or a federal or state law under which a business involving  investments, franchises, insurance, banking, or finance is regulated;
   7. Is insolvent,  either because the person’s liabilities exceed the person’s  assets or because the person cannot meet the person’s obligations  as they mature, but the secretary of state may not enter an order  against an applicant or registrant under this paragraph without a  finding of insolvency as to the applicant or registrant;
   8. Refuses to allow  or otherwise impedes the secretary of state from conducting an audit  or inspection under W.S. 17-4-411(d) or refuses  access to a registrant’s office to conduct an audit or inspection  under W.S. 17-4-411(d);
   9. Has failed to  reasonably supervise an agent, investment adviser representative,  or other individual, if the agent, investment adviser representative,  or other individual was subject to the person’s supervision  and committed a violation of this act or the predecessor act or a  rule adopted or order issued under this act or the predecessor act  within the previous ten (10) years;
   10. Has not paid  the proper filing fee within thirty (30) days after having been notified  by the secretary of state of a deficiency, but the secretary of state  shall vacate an order under this paragraph when the deficiency is  corrected;
   11. After notice  and opportunity for a hearing, has been found within the previous  ten (10) years:
       1. By a court of  competent jurisdiction to have willfully violated the laws of a foreign  jurisdiction under which the business of securities, commodities,  investment, franchises, insurance, banking, or finance is regulated;
       2. To have been  the subject of an order of a securities regulator of a foreign jurisdiction  denying, revoking, or suspending the right to engage in the business  of securities as a broker-dealer, agent, investment adviser, investment  adviser representative, or similar person; or
       3. To have been  suspended or expelled from membership by or participation in a securities  exchange or securities association operating under the securities  laws of a foreign jurisdiction.
   12. Is the subject  of a cease and desist order issued by the securities and exchange  commission or issued under the securities, commodities, investment,  franchise, banking, finance, or insurance laws of a state;
   13. Has engaged in  dishonest or unethical practices in the securities, commodities, investment,  franchise, banking, finance, or insurance business within the previous  ten (10) years; or
   14. Is not qualified  on the basis of factors such as training, experience, and knowledge  of the securities business. However, in the case of an application  by an agent for a broker-dealer that is a member of a self-regulatory  organization or by an individual for registration as an investment  adviser representative, a denial order may not be based on this paragraph  if the individual has successfully completed all examinations required  by subsection (e) of this section. The secretary of state may require  an applicant for registration under W.S. 17-4-402 or 17-4-404 who has not been  registered in a state within the two (2) years preceding the filing  of an application in this state to successfully complete an examination.
5. A rule adopted  or order issued under this act may require that an examination, including  an examination developed or approved by an organization of securities  regulators, be successfully completed by a class of individuals or  all individuals. An order issued under this act may waive, in whole  or in part, an examination as to an individual and a rule adopted  under this act may waive, in whole or in part, an examination as to  a class of individuals if the secretary of state determines that the  examination is not necessary or appropriate in the public interest  and for the protection of investors.
6. The secretary  of state may suspend or deny an application summarily; restrict, condition,  limit, or suspend a registration; or censure, bar, or impose a civil  penalty on a registrant before final determination of an administrative  proceeding. Upon the issuance of an order, the secretary of state  shall promptly notify each person subject to the order that the order  has been issued, the reasons for the action, and that within fifteen  (15) days after the receipt of a request in a record from the person  the matter will be scheduled for a hearing. If a hearing is not requested  and none is ordered by the secretary of state within thirty (30) days  after the date of service of the order, the order becomes final by  operation of law. If a hearing is requested or ordered, the secretary  of state, after notice of and opportunity for hearing to each person  subject to the order, may modify or vacate the order or extend the  order until final determination.
7. An order issued  may not be issued under this section, except under subsection (f)  of this section, without:
   1. Appropriate notice  to the applicant or registrant;
   2. Opportunity for  hearing; and
   3. Findings of fact  and conclusions of law in a record in accordance with the Wyoming  Administrative Procedure Act.
8. A person that  controls, directly or indirectly, a person not in compliance with  this section may be disciplined by order of the secretary of state  under subsections (a) through (c) of this section to the same extent  as the noncomplying person, unless the controlling person did not  know, and in the exercise of reasonable care could not have known,  of the existence of conduct that is a ground for discipline under  this section.
9. The secretary  of state may not institute a proceeding under subsection (a), (b),  or (c) of this section based solely on material facts actually known  by the secretary of state unless an investigation or the proceeding  is instituted within one (1) year after the secretary of state actually  acquires knowledge of the material facts.

History. Laws 2016, ch. 22, § 1; 2018, ch. 107, § 2.

The 2018 amendment, effective July 1, 2018, in (d)(iii), inserted “that relates to practice in securities and investing or to the ability to practice as a broker-dealer, agent, investment adviser, or investment adviser representative, as identified in rule by the secretary of state consistent with W.S. 33-1-304 ” following “felony.”

§ 17-4-501. General fraud.

1. It is unlawful  for a person, in connection with the offer, sale, or purchase of a  security, directly or indirectly:
   1. To employ a device,  scheme, or artifice to defraud;
   2. To make an untrue  statement of a material fact or to omit to state a material fact necessary  in order to make the statements made, in light of the circumstances  under which they were made, not misleading; or
   3. To engage in  an act, practice, or course of business that operates or would operate  as a fraud or deceit upon another person.

History. Laws 2016, ch. 22, § 1.

Personal jurisdiction. —

Fraud case against several rating agencies was dismissed because whether the agencies knew that investors in Wyoming would rely on their credit ratings did not alone form the basis for exercising personal jurisdiction over them; the State failed to make a prima facie showing that Wyoming was the focal point or that the agencies expressly aimed their tortious conduct at Wyoming. Moreover, an allegation of a violation of the Wyoming Uniform Securities Act did not supersede the due process requirements of the United States Constitution. State v. Moody's Investors Serv., 2015 WY 66, 349 P.3d 979, 2015 Wyo. LEXIS 75 (Wyo. 2015).

Exempted trust companies were not exempted from anti-fraud provision of this section and the civil liabilities imposed by § 17-4-122 prior to 1975. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Investors failed to present evidence of common law fraud. —

Investors' claims for common law fraud under Wyo. Stat. Ann. § 17-4-101 and fraud under 15 U.S.C.S. § 78r, were dismissed because the investors failed to show that they relied upon defendants' statements to their detriment because they actively opposed the reverse stock split and they purchased their shares at an amount significantly less than the actual value of the stock. Ravenswood Inv. Co., L.P. v. Bishop Capital Corp., 374 F. Supp. 2d 1055, 2005 U.S. Dist. LEXIS 12932 (D. Wyo. 2005).

Cited in

Dickson v. State, 903 P.2d 1019, 1995 Wyo. LEXIS 184 (Wyo. 1995).

Law reviews. —

For article, “An Overview of Wyoming Securities Law,” see 2 Wyo. L. Rev. 345 (2002).

Am. Jur. 2d, ALR and C.J.S. references. —

Who is “forced seller” for purposes of maintenance of civil action under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b) and SEC Rule 10b-5, 59 ALR Fed 10.

Defense of ignorance of untruth or omission in civil action under § 12(2) of Securities Act of 1933 (15 U.S.C. § 77 l (2) (now 15 U.S.C. § 77 l (a)(22), 109 ALR Fed 444.

Scienter requirement in actions under antifraud provision of Investment Advisers Act (15 USCS § 80b-6), 133 ALR Fed 549.

Assertion of double jeopardy defense based on sanction sought or imposed during civil or administrative proceeding initiated by Securities and Exchange Commission or National Securities Organization or Exchange,147 ALR Fed 585.

What constitutes “inquiry notice” sufficient to commence running of statute of limitations in securities fraud action — Post-Lampf cases, 148 ALR Fed 629.

Effect of asset freeze obtained by Securities and Exchange Commission on attorney's fees paid or owed by company subject to freeze, 161 ALR Fed 233.

§ 17-4-502. Prohibited conduct in providing investment advice.

1. It is unlawful  for a person that advises others for compensation, either directly  or indirectly or through publications or writings, as to the value  of securities or the advisability of investing in, purchasing, or  selling securities or that, for compensation and as part of a regular  business, issues or promulgates analyses or reports relating to securities:
   1. To employ a device,  scheme, or artifice to defraud another person; or
   2. To engage in  an act, practice, or course of business that operates or would operate  as a fraud or deceit upon another person.
2. A rule adopted  under this act may define an act, practice, or course of business  of an investment adviser or an investment adviser representative,  other than a supervised person of a federal covered investment adviser,  as fraudulent, deceptive, or manipulative, and prescribe means reasonably  designed to prevent investment advisers and investment adviser representatives,  other than supervised persons of a federal covered investment adviser,  from engaging in acts, practices, and courses of business defined  as fraudulent, deceptive, or manipulative.
3. A rule adopted  under this act may specify the contents of an investment advisory  contract entered into, extended, or renewed by an investment adviser.

History. Laws 2016, ch. 22, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Scienter requirement in actions under antifraud provision of Investment Advisers Act (15 USCS § 80b-6), 133 ALR Fed 549.

§ 17-4-503. Evidentiary burden.

1. In a civil action  or administrative proceeding under this act, a person claiming an  exemption, exception, preemption, or exclusion has the burden to prove  the applicability of the claim.
2. In a criminal  proceeding under this act, a person claiming an exemption, exception,  preemption, or exclusion has the burden of going forward with evidence  of the claim.

History. Laws 2016, ch. 22, § 1.

§ 17-4-504. Filing of sales and advertising literature.

1. Except as otherwise  provided in subsection (b) of this section, a rule adopted or order  issued under this act may require the filing of a prospectus, pamphlet,  circular, form letter, advertisement, sales literature, or other advertising  record relating to a security or investment advice, addressed or intended  for distribution to prospective investors, including clients or prospective  clients of a person registered or required to be registered as an  investment adviser under this act.
2. This section  does not apply to sales and advertising literature specified in subsection  (a) of this section which relates to a federal covered security, a  federal covered investment adviser, or a security or transaction exempted  by W.S. 17-4-201 through 17-4-204 except as required  pursuant to W.S. 17-4-201 (a)(vii).

History. Laws 2016, ch. 22, § 1.

§ 17-4-505. Misleading filings.

It is unlawful for a person to make or cause to be made, in a record that is used in an action or proceeding or filed under this act, a statement that, at the time and in the light of the circumstances under which it is made, is false or misleading in a material respect, or, in connection with the statement, to omit to state a material fact necessary to make the statement made, in the light of the circumstances under which it was made, not false or misleading.

History. Laws 2016, ch. 22, § 1.

§ 17-4-506. Misrepresentations concerning registration or exemption.

1. The filing of  an application for registration, a registration statement, a notice  filing under this act, the registration of a person, the notice filing  by a person, or the registration of a security under this act does  not constitute a finding by the secretary of state that a record filed  under this act is true, complete, and not misleading. The filing or  registration or the availability of an exemption, exception, preemption,  or exclusion for a security or a transaction does not mean that the  secretary of state has passed upon the merits or qualifications of,  or recommended or given approval to, a person, security, or transaction.
2. It is unlawful  to make, or cause to be made, to a purchaser, customer, client, or  prospective customer or client a representation inconsistent with  this section.

History. Laws 2016, ch. 22, § 1.

§ 17-4-507. Qualified immunity.

A broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative is not liable to another broker-dealer, agent, investment adviser, federal covered investment adviser, or investment adviser representative for defamation relating to a statement that is contained in a record required by the secretary of state, or designee of the secretary of state, the securities and exchange commission, or a self-regulatory organization, unless the person knew, or should have known at the time that the statement was made, that it was false in a material respect or the person acted in reckless disregard of the statement’s truth or falsity.

History. Laws 2016, ch. 22, § 1.

§ 17-4-508. Criminal penalties.

1. A person that  willfully violates this act, or a rule adopted or order issued under  this act, except W.S. 17-4-504 or the notice  filing requirements of W.S. 17-4-302 or 17-4-405 , or that willfully  violates W.S. 17-4-505 knowing the  statement made to be false or misleading in a material respect, upon  conviction, shall be fined not more than five thousand dollars ($5,000.00)  or imprisoned not more than three (3) years, or both. An individual  convicted of violating a rule or order under this act may be fined,  but may not be imprisoned, if the individual did not have knowledge  of the rule or order.
2. The attorney  general or district attorney with or without a reference from the  secretary of state, may institute criminal proceedings under this  act.
3. This act does  not limit the power of this state to punish a person for conduct that  constitutes a crime under other laws of this state.

History. Laws 2016, ch. 22, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Who is “forced seller” for purposes of maintenance of civil action under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b)) and SEC Rule 10b-5, 59 ALR Fed 10.

§ 17-4-509. Civil Liability.

1. Enforcement of  civil liability under this section is subject to the Securities Litigation  Uniform Standards Act of 1998.
2. A person is liable  to the purchaser if the person sells a security in violation of W.S. 17-4-301 or, by means  of an untrue statement of a material fact or an omission to state  a material fact necessary in order to make the statement made, in  light of the circumstances under which it is made, not misleading,  the purchaser not knowing the untruth or omission and the seller not  sustaining the burden of proof that the seller did not know and, in  the exercise of reasonable care, could not have known of the untruth  or omission. An action under this subsection is governed by the following:
   1. The purchaser  may maintain an action to recover the consideration paid for the security,  less the amount of any income received on the security, and interest  at six percent (6%) per year from the date of the purchase, costs,  and reasonable attorneys” fees determined by the court, upon  the tender of the security, or for actual damages as provided in paragraph  (iii) of this subsection;
   2. The tender referred  to in paragraph (i) of this subsection may be made any time before  entry of judgment. Tender requires only notice in a record of ownership  of the security and willingness to exchange the security for the amount  specified. A purchaser that no longer owns the security may recover  actual damages as provided in paragraph (iii) of this subsection;
   3. Actual damages  in an action arising under this subsection are the amount that would  be recoverable upon a tender less the value of the security when the  purchaser disposed of it, and interest at six percent (6%) per year  from the date of the purchase, costs and reasonable attorneys”  fees determined by the court.
3. A person is liable  to the seller if the person buys a security by means of an untrue  statement of a material fact or omission to state a material fact  necessary in order to make the statement made, in light of the circumstances  under which it is made, not misleading, the seller not knowing of  the untruth or omission, and the purchaser not sustaining the burden  of proof that the purchaser did not know, and in the exercise of reasonable  care, could not have known of the untruth or omission. An action under  this subsection is governed by the following:
   1. The seller may  maintain an action to recover the security, and any income received  on the security, costs, and reasonable attorneys” fees determined  by the court, upon the tender of the purchase price, or for actual  damages as provided in paragraph (iii) of this subsection;
   2. The tender referred  to in paragraph (i) of this subsection may be made any time before  entry of judgment. Tender requires only notice in a record of the  present ability to pay the amount tendered and willingness to take  delivery of the security for the amount specified. If the purchaser  no longer owns the security, the seller may recover actual damages  as provided in paragraph (iii) of this subsection;
   3. Actual damages  in an action arising under this subsection are the difference between  the price at which the security was sold and the value the security  would have had at the time of the sale in the absence of the purchaser’s  conduct causing liability, and interest at six percent (6%) per year  from the date of the sale of the security, costs, and reasonable attorneys”  fees determined by the court.
4. A person acting  as a broker-dealer or agent that sells or buys a security in violation  of W.S. 17-4-401(a), 17-4-402(a), or 17-4-506 is liable to the  customer. The customer, if a purchaser, may maintain an action for  recovery of actual damages as specified in paragraphs (b)(i) through  (iii) of this section, or, if a seller, for a remedy as specified  in paragraphs (c)(i) through (iii) of this section.
5. A person acting  as an investment adviser or investment adviser representative that  provides investment advice for compensation in violation of W.S. 17-4-403(a), 17-4-404(a), or 17-4-506 is liable to the  client. The client may maintain an action to recover the consideration  paid for the advice, interest at the rate of six percent (6%) per  year from the date of payment, costs, and reasonable attorneys”  fees determined by the court.
6. A person that  receives directly or indirectly any consideration for providing investment  advice to another person and that employs a device, scheme, or artifice  to defraud the other person or engages in an act, practice, or course  of business that operates or would operate as a fraud or deceit on  the other person, is liable to the other person. An action under this  subsection is governed by the following:
   1. The person defrauded  may maintain an action to recover the consideration paid for the advice  and the amount of any actual damages caused by the fraudulent conduct,  interest at six percent (6%) per year from the date of the fraudulent  conduct, costs, and reasonable attorneys” fees determined by  the court, less the amount of any income received as a result of the  fraudulent conduct;
   2. This subsection  does not apply to a broker-dealer or its agents if the investment  advice provided is solely incidental to transacting business as a  broker-dealer and no special compensation is received for the investment  advice.
7. The following  persons are liable jointly and severally with and to the same extent  as persons liable under subsections (b) through (f) of this section:
   1. A person that  directly or indirectly controls a person liable under subsections  (b) through (f) of this section, unless the controlling person sustains  the burden of proof that the person did not know, and in the exercise  of reasonable care could not have known, of the existence of conduct  by reason of which the liability is alleged to exist;
   2. An individual  who is a managing partner, executive officer, or director of a person  liable under subsections (b) through (f) of this section, including  an individual having a similar status or performing similar functions,  unless the individual sustains the burden of proof that the individual  did not know and, in the exercise of reasonable care could not have  known, of the existence of conduct by reason of which the liability  is alleged to exist;
   3. An individual  who is an employee of or associated with a person liable under subsections  (b) through (f) of this section and who materially aids the conduct  giving rise to the liability, unless the individual sustains the burden  of proof that the individual did not know and, in the exercise of  reasonable care could not have known, of the existence of conduct  by reason of which the liability is alleged to exist; and
   4. A person that  is a broker-dealer, agent, investment adviser, or investment adviser  representative that materially aids the conduct giving rise to the  liability under subsections (b) through (f) of this section, unless  the person sustains the burden of proof that the person did not know  and, in the exercise of reasonable care could not have known, of the  existence of conduct by reason of which liability is alleged to exist.
8. A person liable  under this section has a right of contribution as in cases of contract  against any other person liable under this section for the same conduct.
9. A cause of action  under this section survives the death of an individual who might have  been a plaintiff or defendant.
10. A person may  not obtain relief:
    1. Under subsection  (b) of this section for violation of W.S. 17-4-301 , or under subsection  (d) or (e) of this section, unless the action is instituted within  one (1) year after the violation occurred; or
    2. Under subsection  (b) of this section, other than for violation of W.S. 17-4-301 , or under subsection  (c) or (f) of this section, unless the action is instituted within  the earlier of two (2) years after discovery of the facts constituting  the violation or five (5) years after the violation.
11. A person that  has made, or has engaged in the performance of, a contract in violation  of this act or a rule adopted or order issued under this act, or that  has acquired a purported right under the contract with knowledge of  conduct by reason of which its making or performance was in violation  of this act, may not base an action on the contract.
12. A condition,  stipulation, or provision binding a person purchasing or selling a  security or receiving investment advice to waive compliance with this  act or a rule adopted or order issued under this act is void.
13. The rights and  remedies provided by this act are in addition to any other rights  or remedies that may exist, but this act does not create a cause of  action not specified in this section or W.S. 17-4-411(e).

History. Laws 2016, ch. 22, § 1.

Agents charged with knowledge of registration requirements. —

Recovery under this chapter does not depend upon a showing of a seller's consciousness of the falsity of the material misrepresentations he makes. Agents are charged with knowledge of registration requirements and there is a duty not to assist unlawful sales; civil liability follows as a matter of course. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Exempted trust companies were not exempted from civil liabilities imposed by this section and § 17-4-101 prior to 1975. Gaudina v. Haberman, 644 P.2d 159, 1982 Wyo. LEXIS 329 (Wyo. 1982).

Cited in

Dickson v. State, 903 P.2d 1019, 1995 Wyo. LEXIS 184 (Wyo. 1995).

Law reviews. —

For case note, “Securities — Oil and Gas Leases: Should They be Considered Securities? Shepperd v. Boettcher & Co., 613 F. Supp. 287, 1985 U.S. Dist. LEXIS 17830 (D. Wyo. 1985),” see XXI Land & Water L. Rev. 99 (1986).

For comment, “Civil RICO After Sedima: An Exercise in Restraint,” see XXII Land & Water L. Rev. 153 (1987).

For comments, “Wyoming Tort Reform and the Medical Malpractice Insurance Crisis: A Second Opinion,” see XXVIII Land & Water L. Rev. 593 (1993).

Am. Jur. 2d, ALR and C.J.S. references. —

Liability of independent accountant to investors or shareholders, 35 ALR4th 225.

Private federal right of action against brokerage firm for violation of exchange or dealer association rule, 54 ALR Fed 11.

Who is “forced seller” for purposes of maintenance of civil action under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b)) and SEC Rule 10b-5, 59 ALR Fed 10.

Right to contribution among defendants in action under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b)) or SEC Rule 10b-5, 62 ALR Fed 802.

When does state statute of limitations begin to run in civil action for securities fraud under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b)), 71 ALR Fed 257.

Availability of implied private right of action against stock exchange under § 6 of Securities Exchange Act of 1934 (15 USC § 78f), 72 ALR Fed 101.

Applicable state limitations period in actions under § 10(b) of Securities Exchange Act of 1934 (15 USC § 78j(b)) and SEC Rule 10b-5 (17 CFR § 240.10b-5), 72 ALR Fed 763.

When is it unnecessary to show direct reliance on misrepresentation or omission in civil securities fraud action under § 10(b) of the Securities Exchange Act of 1934 (15 USC § 78j(b)) and SEC Rule 10b-5 (17 CFR § 240.10b-5), 93 ALR Fed 444.

Who may be liable in civil action, under § 12(1) of Securities Act of 1933 (15 U.S.C. § 77 l (1) (now 15 U.S.C. § 77 l (a)(1)), for selling or offering securities for sale in violation of registration or prospectus provisions of act — post-Pinter cases, 105 ALR Fed 725.

Who may be liable in actions under § 12(2) of Securities Act of 1933 (15 U.S.C. § 77 l (2) (now 15 U.S.C. § 77 l (a)(2)), on basis of false or misleading statement in prospectus or oral communication, 106 ALR Fed 753.

Defense of ignorance of untruth or omission in civil action under § 12(2) of Securities Act of 1933 (15 U.S.C. § 77 l (2) (now 15 U.S.C. § 77 l (a)(2)), 109 ALR Fed 444.

Conduct creating civil liability, under § 12(2) of Securities Act of 1933 (15 U.S.C. § 77 l (2) (now 15 U.S.C. § 77 l (a)(2)), based on misrepresentations in or omissions from prospectus or oral communication regarding sale of security, 112 ALR Fed 387.

Persons entitled to relief under civil liability provisions of § 12 of Securities Act of 1933 (15 U.S.C. § 77 l ), 113 ALR Fed 575.

§ 17-4-510. Rescission offers.

1. A purchaser,  seller, or recipient of investment advice may not maintain an action  under W.S. 17-4-509 if:
   1. The purchaser,  seller, or recipient of investment advice receives in a record, before  the action is instituted:
      1. An offer stating  the respect in which liability under W.S. 17-4-509 may have arisen  and fairly advising the purchaser, seller, or recipient of investment  advice of that person’s rights in connection with the offer,  and any financial or other information necessary to correct all material  misrepresentations or omissions in the information that was required  by this act to be furnished to that person at the time of the purchase,  sale, or investment advice;
      2. If the basis  for relief under this section may have been a violation of W.S. 17-4-509(b), an offer  to repurchase the security for cash, payable on delivery of the security,  equal to the consideration paid, and interest at six percent (6%)  per year from the date of the purchase, less the amount of any income  received on the security, or, if the purchaser no longer owns the  security, an offer to pay the purchaser upon acceptance of the offer  damages in an amount that would be recoverable upon a tender, less  the value of the security when the purchaser disposed of it, and interest  at six percent (6%) per year from the date of the purchase in cash  equal to the damages computed in the manner provided in this subsection;
      3. If the basis  for relief under this section may have been a violation of W.S. 17-4-509(c), an offer  to tender the security, on payment by the seller of an amount equal  to the purchase price paid, less income received on the security by  the purchaser and interest at six percent (6%) per year from the date  of the sale; or if the purchaser no longer owns the security, an offer  to pay the seller upon acceptance of the offer, in cash, damages in  the amount of the difference between the price at which the security  was purchased and the value the security would have had at the time  of the purchase in the absence of the purchaser’s conduct that  may have caused liability and interest at six percent (6%) per year  from the date of the sale;
      4. If the basis  for relief under this section may have been a violation of W.S. 17-4-509(d); and if  the customer is a purchaser, an offer to pay as specified in subparagraph  (B) of this paragraph; or, if the customer is a seller, an offer to  tender or to pay as specified in subparagraph (C) of this paragraph;
      5. If the basis  for relief under this section may have been a violation of W.S. 17-4-509(e), an offer  to reimburse in cash the consideration paid for the advice and interest  at six percent (6%) per year from the date of payment; or
      6. If the basis  for relief under this section may have been a violation of W.S. 17-4-509(f), an offer  to reimburse in cash the consideration paid for the advice, the amount  of any actual damages that may have been caused by the conduct, and  interest at six percent (6%) per year from the date of the violation  causing the loss.
   2. The offer under  paragraph (i) of this subsection states that it must be accepted by  the purchaser, seller, or recipient of investment advice within thirty  (30) days after the date of its receipt by the purchaser, seller,  or recipient of investment advice or any shorter period, of not less  than three (3) days, that the secretary of state, by order, specifies;
   3. The offeror has  the present ability to pay the amount offered or to tender the security  under paragraph (i) of this subsection;
   4. The offer under  paragraph (i) of this subsection is delivered to the purchaser, seller,  or recipient of investment advice, or sent in a manner that ensures  receipt by the purchaser, seller, or recipient of investment advice;  and
   5. The purchaser,  seller, or recipient of investment advice that accepts the offer under  paragraph (i) of this subsection in a record within the period specified  under paragraph (ii) of this subsection is paid in accordance with  the terms of the offer.

History. Laws 2016, ch. 22, § 1.

§ 17-4-601. Administration.

1. The secretary  of state shall administer this act.
2. It is unlawful  for the secretary of state or an officer, employee, or designee of  the secretary of state to use for personal benefit or the benefit  of others records or other information obtained by or filed with the  secretary of state that are not public under W.S. 17-4-607(b). This act  does not authorize the secretary of state or an officer, employee,  or designee of the secretary of state to disclose the record or information,  except in accordance with W.S. 17-4-602 , 17-4-607(c), or 17-4-608 .
3. This act does  not create or diminish a privilege or exemption that exists at common  law, by statute or rule, or otherwise.
4. The secretary  of state may develop and implement investor education initiatives  to inform the public about investing in securities, with particular  emphasis on the prevention and detection of securities fraud. In developing  and implementing these initiatives, the secretary of state may collaborate  with public and nonprofit organizations with an interest in investor  education. The secretary of state may accept a grant or donation from  a person that is not affiliated with the securities industry or from  a nonprofit organization, regardless of whether the organization is  affiliated with the securities industry, to develop and implement  investor education initiatives. This subsection does not authorize  the secretary of state to require participation or monetary contributions  of a registrant in an investor education program.

History. Laws 2016, ch. 22, § 1.

§ 17-4-602. Investigations and subpoenas.

1. The secretary  of state may:
   1. Conduct public  or private investigations within or outside of this state which the  secretary of state considers necessary or appropriate to determine  whether a person has violated, is violating, or is about to violate  this act or a rule adopted or order issued under this act, or to aid  in the enforcement of this act or in the adoption of rules and forms  under this act;
   2. Require or permit  a person to testify, file a statement, or produce a record, under  oath or otherwise as the secretary of state determines, as to all  the facts and circumstances concerning a matter to be investigated  or about which an action or proceeding is to be instituted; and
   3. Publish a record  concerning an action, proceeding, or an investigation under, or a  violation of, this act or a rule adopted or order issued under this  act if the secretary of state determines it is necessary or appropriate  in the public interest and for the protection of investors.
2. For the purpose  of an investigation under this act, the secretary of state or his  designated officer may administer oaths and affirmations, subpoena  witnesses, seek compulsion of attendance, take evidence, require the  filing of statements, and require the production of any records that  the secretary of state considers relevant or material to the investigation.
3. If a person does  not appear or refuses to testify, file a statement, produce records,  or otherwise does not obey a subpoena as required by the secretary  of state under this act, the secretary of state may refer the matter  to the attorney general or district attorney, who may apply to the  Wyoming district court or a court of another state to enforce compliance.  The court may:
   1. Hold the person  in contempt;
   2. Order the person  to appear before the secretary of state;
   3. Order the person  to testify about the matter under investigation or in question;
   4. Order the production  of records;
   5. Grant injunctive  relief, including restricting or prohibiting the offer or sale of  securities or the providing of investment advice;
   6. Impose a civil  penalty of not less than five thousand dollars ($5,000.00) and not  greater than fifty thousand ($50,000.00) for each violation; and
   7. Grant any other  necessary or appropriate relief.
4. This section  does not preclude a person from applying to Wyoming district court  or a court of another state for relief from a request to appear, testify,  file a statement, produce records, or obey a subpoena.
5. An individual  is not excused from attending, testifying, filing a statement, producing  a record or other evidence, or obeying a subpoena of the secretary  of state under this act or in an action or proceeding instituted by  the secretary of state under this act on the ground that the required  testimony, statement, record, or other evidence, directly or indirectly,  may tend to incriminate the individual or subject the individual to  a criminal fine, penalty, or forfeiture. If the individual refuses  to testify, file a statement, or produce a record or other evidence  on the basis of the individual’s privilege against self-incrimination,  the secretary of state may apply to the Wyoming district court to  compel the testimony, the filing of the statement, the production  of the record, or the giving of other evidence. The testimony, record,  or other evidence compelled under such an order may not be used, directly  or indirectly, against the individual in a criminal case, except in  a prosecution for perjury or contempt or otherwise failing to comply  with the order.
6. At the request  of the securities regulator of another state or a foreign jurisdiction,  the secretary of state may provide assistance if the requesting regulator  states that it is conducting an investigation to determine whether  a person has violated, is violating, or is about to violate a law  or rule of the other state or foreign jurisdiction relating to securities  matters that the requesting regulator administers or enforces. The  secretary of state may provide the assistance by using the authority  to investigate and the powers conferred by this section as the secretary  of state determines is necessary or appropriate. The assistance may  be provided without regard to whether the conduct described in the  request would also constitute a violation of this act or other law  of this state if occurring in this state. In deciding whether to provide  the assistance, the secretary of state may consider whether the requesting  regulator is permitted and has agreed to provide assistance reciprocally  within its state or foreign jurisdiction to the secretary of state  on securities matters when requested; whether compliance with the  request would violate or prejudice the public policy of this state;  and the availability of resources and employees of the secretary of  state to carry out the request for assistance.

History. Laws 2016, ch. 22, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Materials held by non-party corporate affiliate of corporate party as subject to production under Rule 34 of Federal Rules of Civil Procedure, 145 ALR Fed 527.

§ 17-4-603. Civil enforcement.

1. If the secretary  of state believes that a person has engaged, is engaging, or is about  to engage in an act, practice, or course of business constituting  a violation of this act or a rule adopted or order issued under this  act or that a person has, is, or is about to engage in an act, practice,  or course of business that materially aids a violation of this act  or a rule adopted or order issued under this act, the secretary of  state may maintain an action in the Wyoming district court to enjoin  the act, practice, or course of business and to enforce compliance  with this act or a rule adopted or order issued under this act.
2. In an action  under this section and on a proper showing, the court may:
   1. Issue a permanent  or temporary injunction, restraining order, or declaratory judgment;
   2. Order other appropriate  or ancillary relief, which may include:
      1. An asset freeze,  accounting, writ of attachment, writ of general or specific execution,  and appointment of a receiver or conservator, that may be the secretary  of state, for the defendant or the defendant’s assets;
      2. Ordering the  secretary of state to take charge and control of a defendant’s  property, including investment accounts and accounts in a depository  institution, rents, and profits; to collect debts; and to acquire  and dispose of property;
      3. Imposing a civil  penalty up to five thousand dollars ($5,000.00) for a single violation  or up to fifty thousand dollars ($50,000.00) for more than one (1)  violation; an order of rescission, restitution, or disgorgement directed  to a person that has engaged in an act, practice, or course of business  constituting a violation of this act or the predecessor act or a rule  adopted or order issued under this act or the predecessor act; and
      4. Ordering the  payment of prejudgment and post judgment interest.
   3. Order such other  relief as the court considers appropriate.
3. The secretary  of state may not be required to post a bond in an action or proceeding  under this act.

History. Laws 2016, ch. 22, § 1.

§ 17-4-604. Administrative enforcement.

1. If the secretary  of state determines that a person has engaged, is engaging or is about  to engage in an act, practice, or course of business constituting  a violation of this act or a rule adopted or order issued under this  act or that a person has materially aided, is materially aiding, or  is about to materially aid an act, practice, or course of business  constituting a violation of this act or a rule adopted or order issued  under this act, the secretary of state may:
   1. Issue an order  directing the person to cease and desist from engaging in the act,  practice, or course of business or to take other action necessary  or appropriate to comply with this act;
   2. Issue an order  denying, suspending, revoking, or conditioning the exemptions for  a broker-dealer under W.S. 17-4-401(b)(i)(D) or (F) or an investment adviser under W.S. 17-4-403(b)(i)(C); or
   3. Issue an order  under W.S. 17-4-205 .
2. An order under  subsection (a) of this section is effective on the date of issuance.  Upon issuance of the order, the secretary of state shall promptly  serve each person subject to the order with a copy of the order and  a notice that the order has been entered. The order must include a  statement whether the secretary of state will seek a civil penalty  or costs of the investigation, a statement of the reasons for the  order, and notice that, within fifteen (15) days after receipt of  a request in a record from the person, the matter will be scheduled  for a hearing. If a person subject to the order does not request a  hearing and none is ordered by the secretary of state within thirty  (30) days after the date of service of the order, the order, which  may include a civil penalty or costs of the investigation if a civil  penalty or costs were sought in the statement accompanying the order,  becomes final as to that person by operation of law. If a hearing  is requested or ordered, the secretary of state, after notice of and  opportunity for hearing to each person subject to the order, may modify  or vacate the order or extend it until final determination.
3. If a hearing  is requested or ordered pursuant to subsection (b) of this section,  a hearing must be held pursuant to the Wyoming Administrative Procedure  Act. A final order may not be issued unless the secretary of state  makes findings of fact and conclusions of law in a record in accordance  with the Wyoming Administrative Procedure Act. The final order may  make final, vacate, or modify the order issued under subsection (a)  of this section.
4. In a final order  under subsection (c) of this section, the secretary of state may impose  a civil penalty up to five thousand dollars ($5,000.00) for a single  violation or up to fifty thousand dollars ($50,000.00) for more than  one (1) violation.
5. In a final order,  the secretary of state may charge the actual cost of an investigation  or proceeding for a violation of this act or a rule adopted or order  issued under this act.
6. If a petition  for judicial review of a final order is not filed in accordance with W.S. 17-4-609 , the secretary  of state may file a certified copy of the final order with the clerk  of a court of competent jurisdiction. The order so filed has the same  effect as a judgment of the court and may be recorded, enforced, or  satisfied in the same manner as a judgment of the court.
7. If a person does  not comply with an order under this section, the secretary of state  may petition a court of competent jurisdiction to enforce the order.  The court may not require the secretary of state to post a bond in  an action or proceeding under this section. If the court finds, after  service and opportunity for hearing, that the person was not in compliance  with the order, the court may adjudge the person in civil contempt  of the order. The court may impose a further civil penalty against  the person for contempt in an amount not less than five thousand dollars  ($5,000.00) but not greater than fifty thousand dollars ($50,000.00)  for each violation and may grant any other relief the court determines  is just and proper in the circumstances.

History. Laws 2016, ch. 22, § 1.

§ 17-4-605. Rules, forms, orders, interpretative opinions, and hearings.

1. The secretary  of state may:
   1. Issue forms and  orders and, after notice and comment, may adopt and amend rules necessary  or appropriate to carry out this act and may repeal rules, including  rules and forms governing registration statements, applications, notice  filings, reports, and other records;
   2. By rule, define  terms, whether or not used in this act, but those definitions may  not be inconsistent with this act; and
   3. By rule, classify  securities, persons, and transactions and adopt different requirements  for different classes.
2. Under this act,  a rule or form may not be adopted or amended, or an order issued or  amended, unless the secretary of state finds that the rule, form,  order, or amendment is necessary or appropriate in the public interest  or for the protection of investors and is consistent with the purposes  intended by this act. In adopting, amending, and repealing rules and  forms, W.S. 17-4-608 applies in  order to achieve uniformity among the states and coordination with  federal laws in the form and content of registration statements, applications,  reports, and other records, including the adoption of uniform rules,  forms, and procedures.
3. Subject to section  15(h) of the Securities Exchange Act and section 222 of the Investment  Advisers Act of 1940, the secretary of state may require that a financial  statement filed under this act be prepared in accordance with generally  accepted accounting principles in the United States and comply with  other requirements specified by rule adopted or order issued under  this act. A rule adopted or order issued under this act may establish:
   1. Subject to section  15(h) of the Securities Exchange Act and section 222 of the Investment  Advisers Act of 1940, the form and content of financial statements  required under this act;
   2. Whether unconsolidated  financial statements must be filed; and
   3. Whether required  financial statements must be audited by an independent certified public  accountant.
4. The secretary  of state may provide interpretative opinions or issue determinations  that the secretary of state will not institute a proceeding or an  action under this act against a specified person for engaging in a  specified act, practice, or course of business if the determination  is consistent with this act. A rule adopted or order issued under  this act may establish a reasonable charge for interpretative opinions  or determinations that the secretary of state will not institute an  action or a proceeding under this act.
5. A penalty under  this act may not be imposed for, and liability does not arise from  conduct that is engaged in or omitted in good faith believing it conforms  to a rule, form, or order of the secretary of state under this act.
6. A hearing in  an administrative proceeding under this act must be conducted in public  unless the secretary of state for good cause consistent with this  act determines that the hearing will not be so conducted.

History. Laws 2016, ch. 22, § 1.

Applied in

Shepperd v. Boettcher & Co., 613 F. Supp. 287, 1985 U.S. Dist. LEXIS 17830 (D. Wyo. 1985).

Am. Jur. 2d, ALR and C.J.S. references. —

What gives rise to right of rescission under state blue sky laws, 52 ALR5th 491.

§ 17-4-606. Administrative files and opinions.

1. The secretary  of state shall maintain, or designate a person to maintain, a register  of applications for registration of securities; registration statements;  notice filings; applications for registration of broker-dealers, agents,  investment advisers, and investment adviser representatives; notice  filings by federal covered investment advisers that are or have been  effective under this act or the predecessor act; notices of claims  of exemption from registration or notice filing requirements contained  in a record; orders issued under this act or the predecessor act;  and interpretative opinions or no action determinations issued under  this act.
2. The secretary  of state shall make all rules, forms, interpretative opinions, and  orders available to the public.
3. The secretary  of state shall control the availability and dissemination of records,  including the records identified as public records in W.S. 17-4-607 , pursuant to  the requirements set forth in the Wyoming Public Records Act, W.S. 16-4-201 through 16-4-205 .

History. Laws 2016, ch. 22, § 1.

§ 17-4-607. Public records; confidentiality.

1. Except as otherwise  provided in subsection (b) of this section, records obtained by the  secretary of state or filed under this act, including a record contained  in or filed with a registration statement, application, notice filing,  or report, are public records and are available for public examination.
2. The following  records are not public records and are not available for public examination  under subsection (a) of this section:
   1. A record obtained  by the secretary of state in connection with an audit or inspection  under W.S. 17-4-411(d) or an investigation  under W.S. 17-4-602 ;
   2. A part of a record  filed in connection with a registration statement under W.S. 17-4-301 and 17-4-303 through 17-4-305 or a record under W.S. 17-4-411(d) that contains  trade secrets or confidential information if the person filing the  registration statement or report has asserted a claim of confidentiality  or privilege that is authorized by law;
   3. A record that  is not required to be provided to the secretary of state or filed  under this act and is provided to the secretary of state only on the  condition that the record will not be subject to public examination  or disclosure;
   4. A nonpublic record  received from a person specified in W.S. 17-4-608(a); and
   5. Any social security  number, residential address unless used as a business address, and  residential telephone number unless used as a business telephone number,  contained in a record that is filed; and
   6. A record obtained  by the secretary of state through a designee of the secretary of state  that a rule or order under this act determines has been:
      1. Expunged from  the secretary of state’s records by the designee; or
      2. Determined to  be nonpublic or nondisclosable by that designee if the secretary of  state finds the determination to be in the public interest and for  the protection of investors.
3. If disclosure  is for the purpose of a civil, administrative, or criminal investigation,  action, or proceeding or to a person specified in W.S. 17-4-608(a), the secretary  of state may disclose a record obtained in connection with an audit  or inspection under W.S. 17-4-411(d) or a record  obtained in connection with an investigation under W.S. 17-4-602 .

History. Laws 2016, ch. 22, § 1.

§ 17-4-608. Uniformity and cooperation with other agencies.

1. The secretary  of state shall, in his discretion, cooperate, coordinate, consult,  and, subject to W.S. 17-4-607 , share records  and information with the securities regulator of another state, Canada,  a Canadian province or territory, a foreign jurisdiction, the securities  and exchange commission, the United States department of justice,  the commodity futures trading commission, the federal trade commission,  the securities investor protection corporation, a self-regulatory  organization, a national or international organization of securities  regulators, a federal or state banking and insurance regulator, and  a governmental law enforcement agency to effectuate greater uniformity  in securities matters among the federal government, self-regulatory  organizations, states, and foreign governments.
2. In cooperating,  coordinating, consulting, and sharing records and information under  this section and in acting by rule, order, or waiver under this act,  the secretary of state shall, in its discretion, take into consideration  in carrying out the public interest the following general policies:
   1. Maximizing effectiveness  of regulation for the protection of investors;
   2. Maximizing uniformity  in federal and state regulatory standards; and
   3. Minimizing burdens  on the business of capital formation, without adversely affecting  essentials of investor protection.
3. The cooperation,  coordination, consultation, and sharing of records and information  authorized by this section includes:
   1. Establishing  or employing one (1) or more designees as a central depository for  registration and notice filings under this act and for records required  or allowed to be maintained under this act;
   2. Developing and  maintaining uniform forms;
   3. Conducting a  joint examination or investigation;
   4. Holding a joint  administrative hearing;
   5. Instituting and  prosecuting a joint civil or administrative proceeding;
   6. Sharing and exchanging  personnel;
   7. Coordinating  registrations under W.S. 17-4-301 and 17-4-401 through 17-4-404 and exemptions under W.S. 17-4-204 ;
   8. Sharing and exchanging  records, subject to W.S. 17-4-607 ;
   9. Formulating rules,  statements of policy, guidelines, forms, and interpretative opinions  and releases;
   10. Formulating common  systems and procedures;
   11. Notifying the  public of proposed rules, forms, statements of policy, and guidelines;
   12. Attending conferences  and other meetings among securities regulators, which may include  representatives of governmental and private sector organizations involved  in capital formation, deemed necessary or appropriate to promote or  achieve uniformity; and
   13. Developing and  maintaining a uniform exemption from registration for small issuers,  and taking other steps to reduce the burden of raising investment  capital by small businesses.

History. Laws 2016, ch. 22, § 1.

§ 17-4-609. Judicial review.

A final order issued by the secretary of state under this act is subject to judicial review in accordance with Wyoming Administrative Procedure Act.

History. Laws 2016, ch. 22, § 1.

§ 17-4-610. Jurisdiction.

1. W.S. 17-4-301 , 17-4-302 , 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501 , 17-4-506 , 17-4-509 , and 17-4-510 do not apply to  a person that sells or offers to sell a security unless the offer  to sell or the sale is made in this state or the offer to purchase  or the purchase is made and accepted in this state.
2. W.S. 17-4-401(a), 17-4-402(a), 17-4-403(a), 17-4-404(a), 17-4-501 , 17-4-506 , 17-4-509 , and 17-4-510 do not apply to  a person that purchases or offers to purchase a security unless the  offer to purchase or the purchase is made in this state or the offer  to sell or the sale is made and accepted in this state.
3. For the purpose  of this section, an offer to sell or to purchase a security is made  in this state, whether or not either party is then present in this  state, if the offer:
   1. Originates from  within this state; or
   2. Is directed by  the offeror to a place in this state and received at the place to  which it is directed.
4. For the purpose  of this section, an offer to purchase or to sell is accepted in this  state, whether or not either party is then present in this state,  if the acceptance:
   1. Is communicated  to the offeror in this state and the offeree reasonably believes the  offeror to be present in this state and the acceptance is received  at the place in this state to which it is directed; and
   2. Has not previously  been communicated to the offeror, orally or in a record, outside this  state.
5. An offer to sell  or to purchase is not made in this state when a publisher circulates  or there is circulated on the publisher’s behalf in this state  a bona fide newspaper or other publication of general, regular, and  paid circulation that is not published in this state, or that is published  in this state but has had more than two-thirds (2/3) of its circulation  outside this state during the previous twelve (12) months or when  a radio or television program or other electronic communication originating  outside this state is received in this state. A radio or television  program, or other electronic communication is considered as having  originated in this state if either the broadcast studio or the originating  source of transmission is located in this state, unless:
   1. The program or  communication is syndicated and distributed from outside this state  for redistribution to the general public in this state;
   2. The program or  communication is supplied by a radio, television, or other electronic  network with the electronic signal originating from outside this state  for redistribution to the general public in this state;
   3. The program or  communication is an electronic communication that originates outside  this state and is captured for redistribution to the general public  in this state by a community antenna or cable, radio, cable television,  or other electronic system; or
   4. The program or  communication consists of an electronic communication that originates  in this state, but which is not intended for distribution to the general  public in this state.
6. W.S. 17-4-403(a), 17-4-404(a), 17-4-405(a), 17-4-502 , 17-4-505 , and 17-4-506 apply to a person  if the person engages in an act, practice, or course of business instrumental  in effecting prohibited or actionable conduct in this state, whether  or not either party is then present in this state.

History. Laws 2016, ch. 22, § 1.

§ 17-4-611. Service of process.

1. A consent to  service of process complying with W.S. 17-4-611 required by  this act must be signed and filed in the form required by a rule or  order under this act. A consent appointing the secretary of state  the person’s agent for service of process in a noncriminal  action or proceeding against the person, or the person’s successor  or personal representative under this act or a rule adopted or order  issued under this act after the consent is filed, has the same force  and validity as if the service were made personally on the person  filing the consent. A person that has filed a consent complying with  this subsection in connection with a previous application for registration  or notice filing need not file an additional consent.
2. If a person,  including a nonresident of this state, engages in an act, practice,  or course of business prohibited or made actionable by this act or  a rule adopted or order issued under this act and the person has not  filed a consent to service of process under subsection (a) of this  section, the act, practice, or course of business constitutes the  appointment of the secretary of state as the person’s agent  for service of process in a noncriminal action or proceeding against  the person or the person’s successor or personal representative.
3. Service under  subsection (a) or (b) of this section may be made by providing a copy  of the process to the office of the secretary of state, but it is  not effective unless:
   1. The plaintiff,  which may be the secretary of state, promptly sends notice of the  service and a copy of the process, return receipt requested, to the  defendant or respondent at the address set forth in the consent to  service of process or, if a consent to service of process has not  been filed, at the last known address, or takes other reasonable steps  to give notice; and
   2. The plaintiff  files an affidavit of compliance with this subsection in the action  or proceeding on or before the return day of the process, if any,  or within the time that the court, or the secretary of state in a  proceeding before the secretary of state, allows.
4. Service pursuant  to subsection (c) of this section may be used in a proceeding before  the secretary of state or by the secretary of state in a civil action  in which the secretary of state is the moving party.
5. If process is  served under subsection (c) of this section, the court, or the secretary  of state in a proceeding before the secretary of state, shall order  continuances as are necessary or appropriate to afford the defendant  or respondent reasonable opportunity to defend.

History. Laws 2016, ch. 22, § 1.

§ 17-4-612. Severability clause.

If any provision of this act or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this act that can be given effect without the invalid provision or application, and to this end the provisions of this act are severable.

History. Laws 2016, ch. 22, § 1.

§ 17-4-613. Securities enforcement and compliance account; purposes.

1. There is created  the securities enforcement and compliance account. Funds within the  account shall only be expended by legislative appropriation. All funds  within the account shall be invested by the state treasurer and all  investment earnings from the account shall be credited to the general  fund.
2. The secretary  of state shall credit sixty percent (60%) of all fees collected by  the secretary of state under this act to the general fund and the  balance to the securities enforcement and compliance account. Annually,  on July 1, monies within the account in excess of three hundred fifty  thousand dollars ($350,000.00) in the securities enforcement and compliance  account shall be credited to the general fund.
3. The secretary  of state may expend money within the account created in subsection  (a) of this section as appropriated by the legislature to investigate,  prosecute and otherwise ensure compliance with this act and to promote  investor awareness which may include investment and antifraud publications  and seminars.
4. The secretary  of state shall develop separately identifiable biennial expenditure  requests using a base budget, standard budget and exception budget  as provided in W.S. 9-2-1002 through 9-2-1014 for the purposes  specified in this section and from the account created in subsection  (a) of this section.

History. Laws 2016, ch. 22, § 1.

§ 17-4-701. Application of act to existing proceeding and existing rights and duties.

1. The predecessor act exclusively governs all actions or proceedings that are pending on the effective date of this act or may be instituted on the basis of conduct occurring before the effective date of this act, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five (5) years after the effective date of this act, whichever is earlier.
2. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this act had not been enacted. They are considered to have been filed, issued, or imposed under this act, but are exclusively governed by the predecessor act.
3. The predecessor act exclusively applies to an offer or sale made within one (1) year after the effective date of this act pursuant to an offering made in good faith before the effective date of this act on the basis of an exemption available under the predecessor act.

History. Laws 2016, ch. 22, § 1.

§§ 17-5-101 through 17-5-105. [Repealed.]

Repealed by Laws 1988, ch. 59, § 2.

Cross references. —

As to banks, banking and finance, see title 13.

Editor's notes. —

These sections, which derived from Laws 1905, ch. 60, §§ 1 through 5, and Laws 1919, ch. 63, §§ 1 and 2, related to loan, real estate and abstract companies.

§§ 17-6-101 through 17-6-117. [Repealed.]

Repealed by Laws 1992, ch. 53, § 3.

Cross references. —

For the Wyoming Nonprofit Corporation Act, see chapter 19 of this title, especially §§ 17-19-1803 and 17-19-1805 .

Editor's notes. —

These sections, which derived from Laws 1959, ch. 189, §§ 1 through 9; Laws 1961, ch. 87, §§ 1 through 5; Laws 1963, ch. 176, §§ 1 and 2; and Laws 1965, ch. 164, § 1, related to nonprofit corporations.

§§ 17-7-101 through 17-7-116. [Repealed.]

Repealed by Laws 1992, ch. 53, § 3.

Cross references. —

For the Wyoming Nonprofit Corporation Act, see chapter 19 of this title, especially § 17-19-1803 .

Editor's notes. —

These sections which derived from C.L. 1876, ch. 34, Tit. II, §§ 1 through 12; Laws 1915, ch. 34, §§ 1 through 3; and Laws 1973, ch. 112, § 1; related to charitable, educational, religious and other societies.

§ 17-7-201. [Repealed.]

Repealed by Laws 2009, ch. 185, § 2.

Editor's notes. —

This section, which derived from Laws 1991, ch. 75, § 1, related to definitions and uniformity of construction for the Uniform Management of Institutional Funds Act.

§ 17-7-202. [Repealed.]

Repealed by Laws 2009, ch. 185, § 2.

Editor's notes. —

This section, which derived from Laws 1991, ch. 75, § 1, related to use of appreciation of endowment fund.

§ 17-7-203. [Repealed.]

Repealed by Laws 2009, ch. 185, § 2.

Editor's notes. —

This section, which derived from Laws 1991, ch. 75, § 1, related to authority to invest institutional fund.

§ 17-7-204. [Repealed.]

Repealed by Laws 2009, ch. 185, § 2.

Editor's notes. —

This section, which derived from Laws 1991, ch. 75, § 1, related to standard of conduct for management of institutional funds.

§ 17-7-205. [Repealed.]

Repealed by Laws 2009, ch. 185, § 2.

Editor's notes. —

This section, which derived from Laws 1991, ch. 75, § 1, related to release of restrictions.

§ 17-7-301. Short title.

This act shall be known and may be cited as the Uniform Prudent Management of Institutional Funds Act.

History. Laws 2009, ch. 185, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-7-302(a)(ix).

§ 17-7-302. Definitions.

1. As used in this act:
   1. “Charitable purpose” means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose or any other purpose the achievement of which is beneficial to the community;
   2. “Endowment fund” means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use;
   3. “Gift instrument” means a record or records, including an institutional solicitation, under which property is granted to, transferred to or held by an institution as an institutional fund;
   4. “Institution” means:
      1. A person, other than an individual, organized and operated exclusively for charitable purposes;
      2. A government or governmental subdivision, agency or instrumentality to the extent that it holds funds exclusively for a charitable purpose; or
      3. A trust that had both charitable and noncharitable interests, after all noncharitable interests have been terminated.
   5. “Institutional fund” means a fund held by an institution exclusively for charitable purposes. The term does not include:
      1. Program-related assets;
      2. A fund held for an institution by a trustee that is not an institution; or
      3. A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund.
   6. “Person” means as defined by W.S. 8-1-102 ;
   7. “Program-related asset” means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment;
   8. “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;
   9. “This act” means W.S. 17-7-301 through 17-7-307 .

History. Laws 2009, ch. 185, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-7-303. Standard of conduct in managing and investing institutional fund.

1. Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund.
2. In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.
3. In managing and investing an institutional fund, an institution:
   1. May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution and the skills available to the institution; and
   2. Shall make a reasonable effort to verify facts relevant to the management and investment of the fund.
4. An institution may pool two (2) or more institutional funds for purposes of management and investment.
5. Except as otherwise provided by a gift instrument, the following rules shall apply:
   1. In managing and investing an institutional fund, the following factors if relevant shall be considered:
      1. General economic conditions;
      2. The possible effect of inflation or deflation;
      3. The expected tax consequences, if any, of investment decisions or strategies;
      4. The role that each investment or course of action plays within the overall investment portfolio of the fund;
      5. The expected total return from income and the appreciation of investments;
      6. Other resources of the institution;
      7. The needs of the institution and the fund to make distributions and to preserve capital; and
      8. An asset’s special relationship or special value, if any, to the charitable purposes of the institution.
   2. Management and investment decisions about an individual asset shall be made not in isolation but rather in the context of the institutional fund’s portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution;
   3. Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section;
   4. An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification;
   5. Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio in order to bring the institutional fund into compliance with the purposes, terms and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act;
   6. A person who has special skills or expertise, or is selected in reliance upon the person’s representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.

History. Laws 2009, ch. 185, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-7-302(a)(ix).

§ 17-7-304. Appropriation for expenditure or accumulation of endowment fund; rules of construction.

1. Subject to subsection (d) of this section and to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors:
   1. The duration and preservation of the endowment fund;
   2. The purposes of the institution and the endowment fund;
   3. General economic conditions;
   4. The possible effect of inflation or deflation;
   5. The expected total return from income and the appreciation of investments;
   6. Other resources of the institution; and
   7. The investment policy of the institution.
2. To limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section, a gift instrument shall specifically state the limitation.
3. Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only “income”, “interest”, “dividends”, or “rents, issues or profits”, or “to preserve the principal intact” or words of similar import:
   1. Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and
   2. Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (a) of this section.
4. The appropriation for expenditure in any year of an amount greater than seven percent (7%) of the fair market value of an endowment fund, calculated on the basis of market values determined at least quarterly and averaged over a period of not less than three (3) years immediately preceding the year in which the appropriation for expenditure is made, creates a rebuttable presumption of imprudence. For an endowment fund in existence for fewer than three (3) years, the fair market value of the endowment fund shall be calculated for the period the endowment fund has been in existence. This subsection shall not:
   1. Apply to an appropriation for expenditure permitted under law other than this act or by the gift instrument; or
   2. Create a presumption of prudence for an appropriation for expenditure of an amount less than or equal to seven percent (7%) of the fair market value of the endowment fund.

History. Laws 2009, ch. 185, § 1; 2010, ch. 56, § 1.

The 2010 amendment, in (a), substituted “seven percent (7%)” for “five percent (5%)” in the introductory language and in (a)(ii); and made a stylistic change.

Laws 2010, ch. 56, § 2, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 8, 2010.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-7-302(a)(ix).

§ 17-7-305. Delegation of management and investment functions.

1. Subject to any specific limitation set forth in a gift instrument or in law other than this act, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in:
   1. Selecting an agent;
   2. Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and
   3. Periodically reviewing the agent’s actions in order to monitor the agent’s performance and compliance with the scope and terms of the delegation.
2. In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation.
3. An institution that complies with subsection (a) of this section is not liable for the decisions or actions of an agent to which the function was delegated.
4. By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function.
5. An institution may delegate management and investment functions to its committees, officers or employees as authorized by law of this state other than this act.

History. Laws 2009, ch. 185, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-7-302(a)(ix).

§ 17-7-306. Release or modification of restrictions on management, investment or purpose.

1. If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution.
2. The court upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard. To the extent practicable, any modification shall be made in accordance with the donor’s probable intention.
3. If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. If the institution is a governmental institution as defined by W.S. 17-7-302(a)(iv), the institution shall notify the attorney general of the application, and the attorney general shall be given an opportunity to be heard.
4. If an institution determines that a restriction contained in a gift instrument on the management, investment or purposes of an institutional fund is unlawful, impracticable, impossible to achieve or wasteful, the institution, not less than sixty (60) days after notification to the attorney general, may release or modify the restriction, in whole or part, if:
   1. The institutional fund subject to the restriction has a total value of less than twenty-five thousand dollars ($25,000.00);
   2. More than twenty (20) years have elapsed since the fund was established; and
   3. The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.

History. Laws 2009, ch. 185, § 1.

§ 17-7-307. Reviewing compliance.

Compliance with this act shall be determined in light of the facts and circumstances existing at the time a decision is made or action is taken.

History. Laws 2009, ch. 185, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-7-302(a)(ix).

§ 17-8-101. Incorporation by churches, parishes and societies having governing body; purposes generally.

Churches, parishes, and societies of all religious bodies, sects, or denominations in this state, or a board of trustees of such churches, parishes, and societies of all religious bodies, having an episcopate, presbytery, synod, conference or other governing body, with spiritual jurisdiction extending over the whole state, or part thereof not less than six (6) counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided; or said incorporation may be limited to the purposes of acquiring and holding the legal title to property, real and personal, required for the use of such churches, parishes, or societies, or any of them, or of such general governing body, and for the purpose of conveying the same, and contracting with reference thereto.

History. Laws 1884, ch. 73, § 1; R.S. 1887, § 581; R.S. 1899, § 3238; C.S. 1910, § 4225; Laws 1911, ch. 75, § 1; C.S. 1920, § 5411; R.S. 1931, § 28-601; C.S. 1945, § 44-701; W.S. 1957, § 17-138.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-8-102. Organization meeting; officers.

The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section [§ 17-8-101 ] may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.

History. Laws 1884, ch. 73, § 2; R.S. 1887, § 582; R.S. 1899, § 3239; C.S. 1910, § 4226; C.S. 1920, § 5412; R.S. 1931, § 28-602; C.S. 1945, § 44-702; W.S. 1957, § 17-139.

§ 17-8-103. Contents, execution and filing of articles of incorporation; competency to transact business in corporate name.

1. The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix:
   1. The name of the church, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed;
   2. The object and purpose of the incorporation;
   3. The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property;
   4. The manner in which it may contract and become bound for debts and may convey, encumber or change its property;
   5. The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled;
   6. The time of the commencement and the termination of the corporation;
   7. By what officers its affairs shall be conducted.
2. Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.

History. Laws 1884, ch. 73, § 3; R.S. 1887, § 583; R.S. 1899, § 3240; C.S. 1910, § 4227; Laws 1911, ch. 75, § 2; C.S. 1920, § 5413; R.S. 1931, § 28-603; C.S. 1945, § 44-703; W.S. 1957, § 17-140.

§ 17-8-104. Authority to make bylaws.

Every incorporation under this act [§§ 17-8-101 through 17-8-107 ] shall be authorized to make such bylaws as may be necessary to carry into effect fully all the purposes of such incorporation; provided, the same be not in conflict with the constitution of the United States, the laws of congress or of this state.

History. Laws 1884, ch. 73, § 8; R.S. 1887, § 588; R.S. 1899, § 3245; C.S. 1910, § 4232; C.S. 1920, § 5418; R.S. 1931, § 28-607; C.S. 1945, § 44-707; W.S. 1957, § 17-141.

§ 17-8-105. Corporators and members of corporation.

The persons attending said meeting shall be the corporators and members of the corporation until their places may be supplied by and under the provisions of the articles of incorporation.

History. Laws 1884, ch. 73, § 4; R.S. 1887, § 584; R.S. 1899, § 3241; C.S. 1910, § 4228; C.S. 1920, § 5414; R.S. 1931, § 28-604; C.S. 1945, § 44-704; W.S. 1957, § 17-142.

§ 17-8-106. Incorporation by body of Christians for purposes of education, benevolence, charity and missions.

If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.

History. Laws 1884, ch. 73, § 5; R.S. 1887, § 585; R.S. 1899, § 3242; C.S. 1910, § 4229; C.S. 1920, § 5415; R.S. 1931, § 28-605; C.S. 1945, § 44-705; W.S. 1957, § 17-143.

§ 17-8-107. Applicability of general corporation laws.

Corporations organized under the provisions of this act [§§ 17-8-101 through 17-8-107 ] shall be subject to the laws of this state in respect to corporations which are applicable to them, save as herein expressly provided.

History. Laws 1884, ch. 73, § 7; R.S. 1887, § 587; R.S. 1899, § 3244; C.S. 1910, § 4231; C.S. 1920, § 5417; R.S. 1931, § 28-606; C.S. 1945, § 44-706; W.S. 1957, § 17-144.

Cross references. —

As to nonprofit corporations, see chapter 19 of this title.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-8-108. Incorporation for establishing benevolent institutions and for holding real and personal property.

If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.

History. Laws 1915, ch. 117, § 1; C.S. 1920, § 5419; R.S. 1931, § 28-608; C.S. 1945, § 44-708; W.S. 1957, § 17-145; Laws 2000, ch. 48, § 2.

§ 17-8-109. Corporations; purposes for which such corporations may be formed.

Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.

History. Laws 1915, ch. 94, § 1; C.S. 1920, § 5420; R.S. 1931, § 28-609; C.S. 1945, § 44-709; W.S. 1957, § 17-146.

§ 17-8-110. Corporations; execution, acknowledgment and filing of articles of incorporation.

Any person being the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of any church or religious society, who shall have been duly chosen, elected or appointed, in conformity with the constitution, canons, rites, regulations, or discipline of said church or religious society, and in whom shall be vested the legal title to the property of such church or religious society, may make and subscribe written articles of incorporation in duplicate, acknowledge the same before some officer authorized to take acknowledgment, and file one (1) of such articles in the office of the secretary of state, and retain possession of the other.

History. Laws 1915, ch. 94, § 2; C.S. 1920, § 5421; R.S. 1931, § 28-610; C.S. 1945, § 44-710; W.S. 1957, § 17-147; 1998, ch. 34, § 1.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-8-111. Corporations; contents of articles of incorporation; amendment of articles.

1. The articles of incorporation shall specify:
   1. The name of the corporation, by which it shall be known;
   2. The object of said corporation;
   3. The estimated value of the property at the time of making the articles of incorporation;
   4. The title of the person making such articles. Any corporation so formed shall have power from time to time to alter or amend its articles of incorporation; such amendment shall be made by the corporation sole, and executed by the same person who executed the original articles of incorporation, or by his successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.

History. Laws 1915, ch. 94, § 3; C.S. 1920, § 5422; Laws 1921, ch. 32, § 1; R.S. 1931, § 28-611; C.S. 1945, § 44-711; W.S. 1957, § 17-148.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-8-112. Corporations; creation and powers generally.

Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.

History. Laws 1915, ch. 94, § 4; C.S. 1920, § 5423; R.S. 1931, § 28-612; C.S. 1945, § 44-712; W.S. 1957, § 17-149.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-8-113. Corporations; other powers.

Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.

History. Laws 1915, ch. 94, § 5; C.S. 1920, § 5424; R.S. 1931, § 28-613; C.S. 1945, § 44-713; W.S. 1957, § 17-150.

Am. Jur. 2d, ALR and C.J.S. references. —

Judicial review of termination of pastor's employment by local church or temple, 31 ALR4th 851.

§ 17-8-114. Corporations; execution of deeds and other written instruments.

All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.

History. Laws 1915, ch. 94, § 6; C.S. 1920, § 5425; R.S. 1931, § 28-614; C.S. 1945, § 44-714; W.S. 1957, § 17-151.

§ 17-8-115. Corporations; evidence of corporate existence.

The articles of incorporation, or a certified copy of those filed and recorded in the office of the secretary of state, shall be evidence of the existence of such corporation.

History. Laws 1915, ch. 94, § 7; C.S. 1920, § 5426; R.S. 1931, § 28-615; C.S. 1945, § 44-715; W.S. 1957, § 17-152.

§ 17-8-116. Corporations; vesting of title to property in successor; filing of certified copy of commission by successor.

In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.

History. Laws 1915, ch. 94, § 8; C.S. 1920, § 5427; R.S. 1931, § 28-616; C.S. 1945, § 44-716; W.S. 1957, § 17-153; 1998, ch. 34, § 1.

Cross references. —

As to county clerk, see §§ 18-3-401 and 18-3-402 .

§ 17-8-117. Vesting of title to property in successor when held beneficially by church official and not by corporation.

In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.

History. Laws 1915, ch. 94, § 9; C.S. 1920, § 5428; R.S. 1931, § 28-617; C.S. 1945, § 44-717; W.S. 1957, § 17-154; 1998, ch. 34, § 1.

§§ 17-9-101 through 17-9-106. [Repealed.]

Repealed by Laws 1992, ch. 53, § 3.

Cross references. —

For the Wyoming Nonprofit Corporation Act, see chapter 19 of this title, especially § 17-19-1801 .

Editor's notes. —

These sections, which derived from C.L. 1876, ch. 34, Tit. III, §§ 1 through 6, related to the incorporation, powers and dissolution of secret or benevolent societies.

§§ 17-9-107 and 17-9-108. [Repealed.]

Repealed by Laws 1993, ch. 206, § 3.

Cross references. —

As to real and personal property of nonprofit associations, see § 17-22-104 . As to liability in tort and contract of nonprofit associations, see § 17-22-106 .

Editor's notes. —

These sections, which derived from C.L. 1876, ch. 34, Tit. III, §§ 7 and 8, related to the acquisition and disposition of property by societies not incorporating under this chapter, and suits by or against unincorporated societies relative to rights and property, respectively.

§ 17-10-101. Purpose of chapter.

In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation, and to eliminate speculation and waste; and to make the distribution of agricultural products as direct as can be efficiently done between producer and consumer; and to stabilize the marketing problems of agricultural products, this act [§§ 17-10-101 through 17-10-126 ] is passed.

History. Laws 1923, ch. 83, § 1; R.S. 1931, § 28-701; C.S. 1945, § 44-801; W.S. 1957, § 17-163.

§ 17-10-102. Definitions; associations deemed nonprofit; short title.

1. The term “agricultural products” shall include horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and any farm products.
2. The term “member” shall include actual members of associations without capital stock and holders of common stock in associations organized with capital stock.
3. The term “association” or “cooperative” means any corporation organized under this act.
4. The term “person” shall include individuals, firms, partnerships, corporations and associations.
5. Associations organized hereunder shall be deemed nonprofit, inasmuch as they are not organized to make profits for themselves, as such, or for their members as such, but only for their members as producers.
6. This act [§§ 17-10-101 through 17-10-125 ] shall be referred to as the “Cooperative Marketing Act”.

History. Laws 1923, ch. 83, § 2; R.S. 1931, § 28-702; C.S. 1945, § 44-802; W.S. 1957, § 17-164; Laws 2001, ch. 144, § 3.

§ 17-10-103. Formation.

Five (5) or more persons, qualified electors of the state of Wyoming, engaged in the production of agricultural products may form a nonprofit, cooperative association, with or without capital stock, under the provisions of this act [§§ 17-10-101 through 17-10-125 ].

History. Laws 1923, ch. 83, § 3; R.S. 1931, § 28-703; C.S. 1945, § 44-803; W.S. 1957, § 17-165.

§ 17-10-104. Purposes.

An association may be organized to engage in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, of the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies; or in the financing of the above enumerated activities; or in any one (1) or more of the activities specified herein.

History. Laws 1923, ch. 83, § 4; R.S. 1931, § 28-704; C.S. 1945, § 44-804; W.S. 1957, § 17-166.

§ 17-10-105. Certificate of incorporation; execution and contents.

1. The incorporators shall sign and acknowledge, in the manner required for the signing and acknowledgment of deeds, a certificate of incorporation showing the following facts:
   1. The name of the cooperative;
   2. The purpose of the cooperative;
   3. 1. If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members; (iii) (A) If organized without capital stock, whether the property rights of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member shall be determined and fixed; and the association shall have the power to admit new members who shall be entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or the affirmative vote of three-fourths of the members;
      2. If organized with capital stock, the amount of such stock, the number of shares into which the capital stock is divided, and the par value of each share shall be given.
   4. The period of duration for the cooperative, if the duration is not to be perpetual;
   5. The number of directors, not less than five (5) and the names of those who shall manage the concerns of the corporation for the first corporate year;
   6. The name of the town or post office and the county where the principal office or place of business of the corporation shall be located;
   7. Any further provisions, not inconsistent with law, which the incorporators may deem expedient to be embodied in such certificate.

History. Laws 1923, ch. 83, § 5; R.S. 1931, § 28-705; C.S. 1945, § 44-805; W.S. 1957, § 17-167; Laws 2001, ch. 144, § 3.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-10-106. Certificate of incorporation; filing; fees; commencement of corporate existence.

The certificate of incorporation shall be filed in the office of the secretary of state. The fees for filing or recording such certificate shall be the same as in the case of corporations formed under the general corporation laws. The corporation shall come into existence upon the filing of its certificate in the office of the secretary of state.

History. Laws 1923, ch. 83, § 6; R.S. 1931, § 28-706; C.S. 1945, § 44-806; W.S. 1957, § 17-168; Laws 2001, ch. 144, § 3.

Cross references. —

As to fees under general corporation laws, see § 17-16-122 .

As to fees of county clerks, see § 18-3-402 .

§ 17-10-107. Certificate of incorporation; amendment.

The certificate of incorporation of any association organized under this act [§§ 17-10-101 through 17-10-125 ] or which may elect to come under the provisions of this act may be amended in the following manner: the board of directors, by majority vote of its members, may pass a resolution setting forth the full text of the proposed amendment and also the full text of such section or sections as may be altered or repealed by such amendments. Upon such action by the board of directors, notice shall be mailed to each and every member containing a copy of the resolution so adopted, the full text of the proposed amendment and also the full text of such section or sections as will be altered or repealed by such amendment. Such notice shall also designate the time, not less than twenty (20) days from the mailing of such notice, and place of the meeting at which such proposed amendment shall be considered and voted upon. If a quorum of the members is registered as being present or represented by mail votes at such meeting, a majority of the members so present or represented by mail votes may adopt or reject such proposed amendment; provided that no amendment may be adopted inconsistent with W.S. 17-10-104 . Such amendments shall be put into effect by the directors, who shall sign and acknowledge and file, as above provided by the general corporation law of this state, new or revised certificates containing such amendments and superseding the original certificate.

History. Laws 1923, ch. 83, § 7; R.S. 1931, § 28-707; C.S. 1945, § 44-807; W.S. 1957, § 17-169.

Cross references. —

As to business corporations, see chapter 16 of this title.

§ 17-10-108. Applicability of general corporation law relative to notice for service of process.

Public notice of the filing of the original certificate and of all amended certificates shall be given in like manner as that required in the case of corporations formed under the general corporation law. The corporation shall also designate an agent and office for the service of papers and processes as required by the general corporation law.

History. Laws 1923, ch. 83, § 8; R.S. 1931, § 28-708; C.S. 1945, § 44-808; W.S. 1957, § 17-170.

Cross references. —

As to designation of agent and office for service of process, see §§ 17-16-202 , 17-16-501 and 17-16-502 .

As to filing articles of incorporation and amendments thereto, see §§ 17-16-203 and 17-16-1006 .

§ 17-10-109. Powers.

1. Each cooperative formed under the provisions of this article shall have power:
   1. To have succession by its corporate name for the period limited in its certificate;
   2. To sue and be sued, complain and defend in any court;
   3. To establish and use a common seal and alter the same;
   4. To hold, purchase and convey such real and personal property as the purpose of the corporation may require, including stock or membership in subsidiary, allied or similar cooperative corporations within or without this state;
   5. To appoint such officers and agents as the business may require, including in every case, a president and a secretary, and to fix their compensation;
   6. To make bylaws not inconsistent with law for the management of its property, the regulation of its business and the transfer of its stock or membership;
   7. To engage in any activity in connection with producing, marketing, selling, preserving, drying, processing, canning, packing, handling, storing or utilization of any agricultural products of its members; or the manufacturing or marketing of the by-products thereof; or in connection with the purchase, hiring or use by its members of supplies, machinery or equipment, or in the financing of such activities, or in any one (1) or more of the activities specified in this paragraph;
   8. To borrow money and to make advances to members upon products of members in the hands of the association;
   9. To act as agent or representative of any member or members in any of the activities mentioned in paragraphs (vii) and (viii) of this subsection;
   10. To purchase or otherwise acquire, and to hold, own and exercise all rights of ownership in, and to sell, transfer or pledge shares of the capital stock or bonds, or memberships of any corporation or association organized under this act;
   11. To establish reserves and invest the funds thereof in bonds or such other property as may be provided in the bylaws;
   12. To do each and everything necessary, suitable or proper for the accomplishment of any one (1) of the purposes or the attainment of any one (1) or more of the objects herein enumerated; and to contract accordingly; and in addition to exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and in addition any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this act; and to do any such things anywhere.

History. Laws 1923, ch. 83, § 9; R.S. 1931, § 28-709; C.S. 1945, § 44-809; W.S. 1957, § 17-171; Laws 2000, ch. 48, § 2; 2001, ch. 144, § 3.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

Am. Jur. 2d, ALR and C.J.S. references. —

Employee's control or ownership of corporation as precluding receipt of benefits under state unemployment compensation provisions, 23 ALR5th 176.

§ 17-10-110. Members and stock generally.

1. When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership.
2. No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention of security shall not affect the members’ right to vote.
3. Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory notes given in payment thereof.
4. No stockholder of a cooperative association shall hold more than twenty percent (20%) of the common stock of the association; and the association, in its bylaws, may limit the amount of common stock which one (1) member may own to any amount less than twenty percent (20%) of the common stock.
5. No member or stockholder shall be entitled to more than one (1) vote.
6. The bylaws shall prohibit the transfer of the common stock or membership of the association to persons not engaged in the production of the agricultural products handled by the association, and such restrictions must be printed upon every certificate of stock or membership certificate subject thereto.
7. Any association organized with stock under this act [§§ 17-10-101 through 17-10-125 ] may issue preferred stock, without the right to vote, and bearing a rate of interest not to exceed eight percent (8%). Such stock may be redeemable or retireable by the association on such terms and conditions as may be provided for by the certificate of incorporation and printed on the face of the certificate.

History. Laws 1923, ch. 83, § 10; R.S. 1931, § 28-710; C.S. 1945, § 44-810; W.S. 1957, § 17-172.

Subscriber giving note deemed stockholder. —

Person subscribing for stock in cooperative company, giving note for amount of subscription, thereby became stockholder, and note was supported by consideration, though no certificate of stock was issued, especially where company incurred debts on strength of subscription. Bushnell v. Elkins, 34 Wyo. 495, 245 P. 304, 1926 Wyo. LEXIS 56 (Wyo. 1926).

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-10-111. Management by board of directors; composition and election of board; terms of office.

The stock, property and concerns of such corporation shall be managed by the board of directors who shall be respectively members, stockholders or subscribers for stock and who shall, after the first corporate year, be annually elected by the members or stockholders at such time and place as shall be provided by the bylaws. The bylaws may provide that the directors be elected for staggered terms not to exceed three (3) years. Directors shall hold office until their successors have been elected and qualified. The bylaws may provide that the territory in which the association has members shall be divided into districts, and the directors shall be elected according to such districts. In such case the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and redistricting the territory covered by the association. The bylaws may provide that primary elections should be held in each district to elect the directors apportioned to such district, and the result of all such primary elections must be ratified by the next regular meeting of the association.

History. Laws 1923, ch. 83, § 11; R.S. 1931, § 28-711; C.S. 1945, § 44-811; W.S. 1957, § 17-173; Laws 1973, ch. 89, § 1.

§ 17-10-112. Regular meetings; calling of special meetings; notice of meetings.

In its bylaws each association shall provide for one (1) or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and ten percent (10%) of the members or stockholders may file a petition stating the specific business to be brought before the association, and demand a special meeting at any time. Such meeting must thereupon be called by the board of directors. Notice of all meetings, together with a statement of the purposes thereof, shall be mailed to each member at least twenty (20) days prior to the meeting. Provided, however, that the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. Date of publication of such meeting is to be at least twenty (20) days before the date of such meeting.

History. Laws 1923, ch. 83, § 12; R.S. 1931, § 28-712; C.S. 1945, § 44-812; W.S. 1957, § 17-174.

Cross references. —

As to publication of notices required by law, see § 1-6-201 et seq.

§ 17-10-113. Removal of officers or directors.

1. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by ten percent (10%) of the members, requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association, and by a vote of a majority of the members of the association, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges previous to the meeting, and shall have an opportunity at the meeting, to be heard in person or by counsel, and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity.
2. In case the bylaws provide for the election of directors by districts, with primary elections in each district, then the petition for the removal of a director must be signed by twenty percent (20%) of the members residing in the district from which he was elected. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of that district, the director in question shall be removed from office.

History. Laws 1923, ch. 83, § 13; R.S. 1931, § 28-713; C.S. 1945, § 44-813; W.S. 1957, § 17-175.

§ 17-10-114. Liability of directors for excess of indebtedness over assets or capital.

If the indebtedness of such corporation shall at any time exceed the amount of the assets of a nonstock corporation or the amount of subscribed capital stock of a stock company, the directors assenting thereto shall be personally and individually liable for such excess to the creditors.

History. Laws 1923, ch. 83, § 14; R.S. 1931, § 28-714; C.S. 1945, § 44-814; W.S. 1957, § 17-176.

§ 17-10-115. Apportionment of net profits by directors of corporation with capital stock.

1. The directors in any cooperative association organized under this article may set aside a portion of net income to create or maintain a capital reserve as they see fit or may set aside none, in their discretion. In addition to a capital reserve, the board may:
   1. Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative association for:
      1. Promoting and encouraging cooperative organization;
      2. Promotion, education or research activities which are beneficial to the cooperative, its members and products; and
      3. Any other endeavor or effort which the board deems is in the best interests of the cooperative or its members.
   2. Establish and accumulate reserves for new buildings, machinery and equipment depreciation, losses and other purposes.
2. Repealed by Laws 2001, ch. 144, § 4.

History. Laws 1923, ch. 83, § 15; R.S. 1931, § 28-715; C.S. 1945, § 44-815; W.S. 1957, § 17-177; Laws 2001, ch. 144, §§ 3, 4.

Subscriber giving note deemed stockholder. —

Person subscribing for stock in cooperative company, giving note for amount of subscription, thereby became stockholder, and note was supported by consideration, though no certificate of stock was issued, especially where company incurred debts on strength of subscription. Bushnell v. Elkins, 34 Wyo. 495, 245 P. 304, 1926 Wyo. LEXIS 56 (Wyo. 1926).

§ 17-10-116. [Repealed.]

Repealed by Laws 2001, ch. 144, § 4.

Editor's notes. —

This section, which derived from Laws 1923, ch. 83, § 16, related to the distribution of net profits by directors of corporations without capital stock.

§ 17-10-117. Sales contracts with members.

Any association organized under this act [§§ 17-10-101 through 17-10-125 ], as agent to sell the products of members or purchase supplies for members may operate upon a nonprofit basis by contracting to pay the members, for products sold by said members to or through the association, the resale price minus a uniform charge to cover the expenses involved in the handling of said products; there shall also be set aside for a reserve fund a small percentage of the sale price, said percentage to be fixed by the bylaws; resale price to be the actual resale price to be based upon the average price during any period for products of the same type and quality; the uniform charges for expenses to be specified in the contract or made otherwise ascertainable or left for determination by the directors.

History. Laws 1923, ch. 83, § 17; R.S. 1931, § 28-717; C.S. 1945, § 44-817; W.S. 1957, § 17-179.

§ 17-10-118. Liability of directors upon payment of dividends or appointment when corporation insolvent; exception.

If the directors of any corporation organized under this act [§§ 17-10-101 through 17-10-125 ] shall declare and pay any dividend or apportionment of earnings or profits to members or nonmembers when the corporation is insolvent or when it would be rendered insolvent by such payment, such directors shall be jointly and severally liable for all debts of the corporation then existing and for all such debts thereafter incurred while they shall respectively continue in office. Any director may relieve himself from such liability at any time before the time fixed for the payment of such dividend or apportionment by filing a certificate in writing of his objection with the secretary of the corporation, and with the county clerk of the county in which the principal office is located.

History. Laws 1923, ch. 83, § 18; R.S. 1931, § 28-718; C.S. 1945, § 44-818; W.S. 1957, § 17-180; Laws 2004, ch. 130, § 1.

The 2004 amendment substituted “county clerk” for “register of deeds.”

Laws 2004, ch. 130, § 4, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 19, 2004.

Conflicting legislation. —

Laws 2004, ch. 130, § 3, provides: “Any other act adopted by the Wyoming legislature during the same session in which this act is adopted shall be given precedence and shall prevail over the amendments in this act to the extent that such acts are in conflict with this act.”

Law reviews. —

For comment, “Wyoming Tort Reform and the Medical Malpractice Insurance Crisis: A Second Opinion,” see XXVIII Land & Water L. Rev. 593 (1993).

§ 17-10-119. Preparation and disposition of financial statement.

At the time of each dividend or apportionment of profits, and at least once in every year, the directors shall cause to be prepared a statement showing the financial condition of the corporation. This statement shall be in such form as shall fully exhibit the assets and liabilities of the corporation; its earnings and profits, purchases and sales, expenses and outlays, for the period covered by such dividend, apportionment of earnings, or yearly statement, and this statement, shall be in such form that good understanding of the financial condition of said company may be obtained from such statement. The directors shall cause one (1) copy of this statement to be mailed to each member or stockholder of the corporation and one (1) copy to be kept on file with the secretary where the same may be examined by any member of the corporation at all reasonable times.

History. Laws 1923, ch. 83, § 19; R.S. 1931, § 28-719; C.S. 1945, § 44-819; W.S. 1957, § 17-181.

§ 17-10-120. [Repealed.]

Repealed by Laws 1992, ch. 53, § 3.

Cross references. —

For the Wyoming Cooperative Utilities Act, see chapter 20 of this title.

Editor's notes. —

This section, which derived from Laws 1923, ch. 83, § 20, related to the use of the word “cooperative.”

§ 17-10-121. Marketing contracts generally.

1. The association and its members may make and execute marketing contracts, requiring the members to sell, for a period of time, not over ten (10) years, all or any specified part of their agricultural products or specified commodities exclusively to or through the association or any facilities to be created by the association. The contract may provide that the association may sell or resell the products of its members, with or without taking title thereto, and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, if any; and other proper reserves; and in interest not exceeding six percent (6%) per annum upon common stock.
2. The bylaws of the marketing contract may fix, as liquidated damages, specified sums to be paid by the member or stockholder to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of products; and may further provide that the member will pay all costs, premiums for bonds, expenses or fees in case any action is brought upon the contract by the association; and any such provision shall be valid and enforceable in the courts of this state.
3. In the event of any such breach or threatened breach of such marketing contract by a member, the association shall be entitled to an injunction to prevent the further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a certified complaint, showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.

History. Laws 1923, ch. 83, § 22; R.S. 1931, § 28-721; C.S. 1945, § 44-821; W.S. 1957, § 17-183; Laws 2000, ch. 48, § 2.

Growers violating contracts not immunized against suit by noninterference injunction against marketing association. —

A permanent injunction issued by a federal court, which enjoined a cooperative marketing association from interfering in any manner with any grower who negotiated or entered in a separate and independent agreement for the growing and sale of its crop, did not immunize those growers against suits for breach of contract, for their actions taken in violation of their marketing association's contracts while the injunction remained in effect, before it was ultimately reversed on appeal. Goshen County Coop. Beet Ass'n v. Pearson, 706 P.2d 1121, 1985 Wyo. LEXIS 574 (Wyo. 1985).

§ 17-10-122. Inducing breach of marketing contract or spreading false reports of finances or management; penalty.

Any person who, or any corporation whose officers or employees knowingly induces or attempts to induce any member or stockholder of an association organized hereunder to breach his marketing contract with the association, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense and shall be liable to the association aggrieved in a civil suit in the penal sum of five hundred dollars ($500.00) for each such offense; provided, that this section shall not apply to a bona fide creditor of such association, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.

History. Laws 1923, ch. 83, § 23; R.S. 1931, § 28-722; C.S. 1945, § 44-822; W.S. 1957, § 17-184; Laws 2004, ch. 130, § 1.

The 2004 amendment substituted “who” for “or persons” in the first sentence.

Laws 2004, ch. 130, § 4, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 19, 2004.

Conflicting legislation. —

Laws 2004, ch. 130, § 3, provides: “Any other act adopted by the Wyoming legislature during the same session in which this act is adopted shall be given precedence and shall prevail over the amendments in this act to the extent that such acts are in conflict with this act.”

§ 17-10-123. Legality of associations.

No association organized hereunder shall be deemed to be a combination in restraint of trade or an illegal monopoly; or an attempt to lessen competition or fix prices arbitrarily, nor shall the marketing contracts or agreements between the association and its members, or any agreements authorized in this act [§§ 17-10-101 through 17-10-125 ] be considered illegal or in restraint of trade.

History. Laws 1923, ch. 83, § 24; R.S. 1931, § 28-723; C.S. 1945, § 44-823; W.S. 1957, § 17-185.

§ 17-10-124. Applicability of conflicting laws.

Any provisions of law which are in conflict with this act [§§ 17-10-101 through 17-10-125 ] shall not be construed as applying to the associations herein provided for.

History. Laws 1923, ch. 83, § 26; R.S. 1931, § 28-724; C.S. 1945, § 44-824; W.S. 1957, § 17-186.

§ 17-10-125. Applicability of general corporation laws.

The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized hereunder, except where such provisions are in conflict with or inconsistent with the express provisions of this act [§§ 17-10-101 through 17-10-125 ].

History. Laws 1923, ch. 83, § 27; R.S. 1931, § 28-725; C.S. 1945, § 44-825; W.S. 1957, § 17-187.

Cross references. —

As to business corporations, see chapter 16 of this title.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-10-126. Agricultural product marketing contract.

A cooperative organized under the provisions of this article and its patron members or patrons may make and execute a marketing contract under W.S. 17-10-214 .

History. Laws 2001, ch. 144, § 1.

Effective dates. —

Laws 2001, ch. 144, § 5, makes the act effective on July 1, 2001.

§ 17-10-201. Title.

This act may be cited as the “Wyoming Processing Cooperative law.”

History. Laws 2001, ch. 144, § 2.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-10-202 (a)(xix).

§ 17-10-202. Definitions.

1. As used in this article:
   1. “Address” means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box;
   2. “Articles” means the articles of organization of a cooperative as originally filed and subsequently amended;
   3. “Association” means an organization conducting business on a cooperative plan under the laws of this state or another state that is chartered to conduct business under other laws of this state or another state;
   4. “Board” means the board of directors of a cooperative;
   5. “Business entity” means a company, limited liability company, limited liability partnership or other legal entity, whether domestic or foreign, association or body vested with the power or function of a legal entity;
   6. “Cooperative” means an association organized under this article conducting business on a cooperative plan as provided under this article;
   7. “Domestic business entity” means a business entity organized under the laws of this state;
   8. “Filed with the secretary of state” means that a document meeting the applicable requirements of this article, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. The secretary of state shall endorse on the document the word “Filed” or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the office of the secretary of state, and return a document to the person or entity who delivered it for filing;
   9. “Foreign business entity” means a business entity that is not a domestic business entity;
   10. “Member” means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members;
   11. “Membership interest” means a member’s interest in a cooperative consisting of a member’s financial rights, a member’s right to assign financial rights, a member’s governance rights and a member’s right to assign governance rights. Membership interest includes patron membership interests and nonpatron membership interests;
   12. “Members’ meeting” means a regular or special members’ meeting;
   13. “Nonpatron membership interest” means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions;
   14. “Patron” means a person or entity who conducts patronage business with the cooperative;
   15. “Patronage” means business, transactions, or services done for or with the cooperative as defined by the cooperative;
   16. “Patron member” means a member holding a patron membership interest;
   17. “Patron membership interest” means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions;
   18. “Signed” means that the signature of a person has been written on a document, and, with respect to a document required by this article to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this article, the articles or bylaws, or by a resolution approved by the directors or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically or in any other manner reproduced on the document;
   19. “The act” means W.S. 17-10-201 through 17-10-253 .

History. Laws 2001, ch. 144, § 2.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-10-203. Filing fee; rules and regulations; annual reports and license taxes.

1. Unless otherwise provided, the filing fee for documents filed under this article with the secretary of state shall be subject to the provisions of W.S. 17-16-122 . The secretary of state shall promulgate rules and regulations necessary to implement the provisions of this article.
2. The provisions of W.S. 17-16-1630 regarding the filing of reports, license taxes and records shall apply to cooperatives formed under this article.

History. Laws 2001, ch. 144, § 2.

§ 17-10-204. Registered agent; change of registered office or registered agent.

1. Each cooperative shall have and continuously maintain in this state:
   1. A registered office as provided in W.S. 17-28-101 through 17-28-111 ;
   2. A registered agent as provided in W.S. 17-28-101 through 17-28-111 .
2. through (d) Repealed by 2008 Laws ch. 90, § 3.
3. If any cooperative has failed for thirty (30) days to appoint and maintain a registered agent in this state, or has failed for thirty (30) days after change of its registered office or registered agent to file in the office of the secretary of state a statement of the change it shall be deemed to be transacting business within this state without authority and to have forfeited any franchises, rights or privileges acquired under the laws thereof and the forfeiture shall be made effective in the following manner. The secretary of state shall provide by first class mail or by electronic means a notice of its failure to comply with aforesaid provisions. Unless compliance is made within thirty (30) days of mailing or electronic submission of the notice, the cooperative shall be deemed defunct and to have forfeited its certificate of organization acquired under the laws of this state. Provided, that any defunct cooperative may at any time within two (2) years after the forfeiture of its certificate, in the manner herein provided, be revived and reinstated, by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of one hundred dollars ($100.00). The reinstatement fee shall not exceed the costs of providing the reinstatement service. The cooperative shall retain its registered name during the two (2) year reinstatement period under this section.
4. The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all cooperatives.

History. Laws 2001, ch. 144, § 2; 2008, ch. 90, §§ 2, 3; 2017, ch. 86, § 1; 2021, ch. 21, § 2.

The 2017 amendment , effective July 1, 2017, in (e), substituted “first class mail, or by electronic means if the cooperative has consented to receive notices electronically” for “certified mail” in the second sentence, and substituted “mailing or electronic submission of the notice” for “the delivery of notice” in the third sentence.

The 2021 amendment, effective July 1, 2021, in the second sentence (e), substituted "provide" for "mail," deleted "if the cooperative has consented to receive notices electronically" following "electronic means" and made related changes.

Amendment effective January 1, 2009. —

Laws 2008, ch. 90, § 2, amended this section effective January 1, 2009, by rewriting (a)(i) and (a)(ii); repealing (b) through (d), which related to the changing of a registered office or agent; and inserting (f).

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-10-202 (a)(xix).

§ 17-10-205. Organizational purpose.

A cooperative may be formed and organized on a cooperative plan as provided under this article to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products, including manufacturing and further processing of those products and other purposes that are necessary or convenient to facilitate the production or marketing of agricultural products by patron members and other purposes that are related to the business of the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-206. Organizers.

A cooperative may be organized by one (1) or more organizers who shall be adult natural persons, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-207. Cooperative name.

1. The name of a cooperative shall distinguish the cooperative upon the records in the office of the secretary of state from the name of a domestic business entity or a foreign business entity, authorized or registered to do business in this state or a name the right to which is, at the time of organization, reserved or provided for by law.
2. The cooperative name shall be reserved for the cooperative during its existence.

History. Laws 2001, ch. 144, § 2.

§ 17-10-208. Articles of organization.

1. The organizers shall prepare the articles, which shall include:
   1. The name of the cooperative;
   2. The purpose of the cooperative;
   3. The principal place of business for the cooperative and the name and address of its registered agent in this state;
   4. The period of duration for the cooperative, if the duration is not to be perpetual;
   5. The capital structure of the cooperative including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests, which may be designated to be determined by the board;
   6. A provision designating the voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this article;
   7. A statement that patron membership interests with voting power shall be restricted to one (1) vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power allocated as prescribed in this article;
   8. A statement that membership interests held by a member are transferable only with the approval of the board or as provided in the bylaws;
   9. The names, post office addresses, and terms of office of the directors of the first board;
   10. A statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to a patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and that the records of the cooperative shall include the interests of patron membership interests and nonpatron membership interests which may be further described in the bylaws, of any classes, and in the reserves; and
   11. The registered address of the cooperative.
2. The articles shall contain the provisions in subsection (a) of this section, except that the names, post office addresses of the directors of the first board may be omitted after their successors have been elected by the members or the articles are amended in their entirety.
3. The articles may contain any other lawful provision.
4. The articles shall be signed by the organizers.
5. The original articles shall be filed with the secretary of state. The fee for filing the articles with the secretary of state shall be subject to the provisions of W.S. 17-16-122 .
6. When the articles of organization have been filed with the secretary of state and the required fee has been paid to the secretary of state, it shall be presumed that:
   1. All conditions precedent that are required to be performed by the organizers have been complied with;
   2. The organization of the cooperative has been chartered by the state as a separate legal entity; and
   3. The secretary of state shall issue a certificate of organization to the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-209. Amendment of articles.

1. The articles of a cooperative shall be amended as follows:
   1. The board by majority vote shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail ballot, if the board has provided for a mail ballot in the resolution or alternative method approved by the board and stated in the resolution, shall be mailed or distributed with a regular or special meeting notice to each member. The notice shall designate the time and place of the meeting for the proposed amendment to be considered and voted on;
   2. If a quorum of the members is registered as being present or represented by alternative vote at the meeting, the proposed amendment is adopted:
      1. If approved by a majority of the votes cast; or
      2. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the amendment is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
2. After an amendment has been adopted by the members, the amendment shall be signed by the chair, vice-chair, records officer, or assistant records officer and a copy of the amendment filed in the office of the secretary of state.
3. A certificate shall be prepared stating:
   1. The vote and meeting of the board adopting a resolution of the proposed amendment;
   2. The notice given to members of the meeting at which the amendment was adopted;
   3. The quorum registered at the meeting; and
   4. The vote cast adopting the amendment.
4. The certificate shall be signed by the chair, vice-chair, records officer or financial officer and filed with the records of the cooperative.
5. A majority of directors may amend the articles if the cooperative does not have any members with voting rights.

History. Laws 2001, ch. 144, § 2.

§ 17-10-210. Amendment of organizational documents to be governed by this article.

1. A business entity organized and doing business under other statutes of this state or under the laws of other states that has or will conduct business as a cooperative may become subject to this article by amending its organizational documents to conform to the requirements of articles of organization under this article.
2. A business entity organized under other statutes of this state may amend its articles in the manner provided under the statute that it is governed by for the adoption of amendments to comply with the provisions of this article and file the amended articles with the secretary of state to be a cooperative governed under this article. The status of the business entity under the other statutes terminates with the filing of articles to be governed under this article.
3. A business entity organized under laws of other states shall amend its organizational documents in the manner required by the laws of the state where it was organized to comply with the provisions of this article. After the organizational documents are amended, the business entity shall file a certified copy of the organizational documents as amended with the secretary of state to comply with the provisions of this article with the fees and requirements prescribed for filing articles. After filing, the business entity is a cooperative in this state organized under and subject to the provisions of this article.

History. Laws 2001, ch. 144, § 2.

§ 17-10-211. Existence.

1. The existence of a cooperative shall begin when the articles are filed with the secretary of state.
2. A cooperative shall have a perpetual duration unless the cooperative provides for a limited period of duration in the articles of organization.

History. Laws 2001, ch. 144, § 2.

§ 17-10-212. Bylaws.

1. A cooperative shall have bylaws governing the cooperative’s business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations and distributions of membership interests.
2. The bylaws of a cooperative may be adopted or amended by the directors as provided in subsection (c) of this section, or at a regular or special members’ meeting if:
   1. The notice of the meeting contains a statement that the bylaws or restated bylaws will be voted upon and copies are included with the notice, or copies are available upon request from the cooperative and summary statement of the proposed bylaws or amendment is included with the notice;
   2. A quorum is registered as being present or represented by mail or alternative voting method if the mail or alternative voting method is authorized by the board; and
   3. The bylaws or amendment is approved by a majority vote cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the vote cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
3. Until the next annual or special members’ meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subsection (d) of this section which may be further amended or repealed by the members at an annual or special members’ meeting.
4. Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, and shall include the following:
   1. The number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
   2. The qualifications of members and any limitations on their number;
   3. The manner of admission, withdrawal, suspensions, and expulsion of members;
   4. Generally the governance rights, financial rights, assignability of governance and financial rights, and other rights, privileges and obligations of members and their membership interests, which may be further described in member control agreements.

History. Laws 2001, ch. 144, § 2.

§ 17-10-213. Powers.

1. In addition to other powers, a cooperative as an agent or otherwise:
   1. May perform every act and thing necessary or proper to the conduct of the cooperative’s business or the accomplishment of the purposes of the cooperative;
   2. Has other rights, powers, or privileges granted by the laws of this state to other cooperatives, except those that are inconsistent with the express provisions of this article; and
   3. Has the powers given in this section.
2. A cooperative may buy, sell, or deal in its own products, the products of the cooperative’s individual members, patrons or nonmembers, the products of another cooperative association, or of its members or patrons, or the products of another person or entity. A cooperative may negotiate the price at which the products the cooperative is selling may be sold.
3. A cooperative may enter into or become a party to a contract or agreement for the cooperative or for the cooperative’s individual members or patrons or between the cooperative and its members.
4. A cooperative may purchase and hold, lease, mortgage, encumber, sell, exchange and convey as a legal entity real estate, buildings and personal property as the business of the cooperative may require including the sale or other disposition of assets required by the business of the cooperative as determined by the board.
5. A cooperative may erect buildings or other structures or facilities on the cooperative’s owned or leased property or on a right-of-way legally acquired by the cooperative.
6. A cooperative may issue bonds or other evidence of indebtedness and may borrow money to finance the business of the cooperative.
7. A cooperative may make advances to the cooperative’s members or patrons on products delivered by the members or patrons to the cooperative.
8. A cooperative may accept deposits of money from other cooperatives, associations or members from which it is constituted.
9. A cooperative may loan or borrow money to or from individual members, cooperatives or associations from which it is constituted with security that it considers sufficient in dealing with the members, cooperatives, or associations.
10. A cooperative may purchase, acquire, hold, or dispose of the ownership interests of another business entity whether organized under the laws of this state or another state and assume all rights, interests, privileges, responsibilities and obligations arising out of the ownership interests.
11. A cooperative may acquire and hold ownership interests in another business entity organized under the laws of this state or another state of the United States, including a business entity organized:
    1. As a federation of associations;
    2. For the purpose of forming a district, state, or national marketing, sales or service agency; or
    3. For the purpose of acquiring marketing facilities at terminal or other markets in this state or other states.
12. A cooperative may purchase, own, and hold ownership interests, memberships, interests in nonstock capital, evidences of indebtedness of any domestic business entity or foreign business entity when reasonably necessary or incidental to accomplish the purposes stated in the articles.
13. A cooperative may exercise any and all fiduciary powers in relations with members, cooperatives, associations or business entities from which it is constituted.
14. A cooperative may take, receive, and hold real and personal property, including the principal and interest of money or other funds and rights in a contract, in trust for any purpose not inconsistent with the purposes of the cooperative in its articles and may exercise fiduciary powers in relation to taking, receiving, and holding the real and personal property.

History. Laws 2001, ch. 144, § 2.

Editor's notes. —

There is no subsection (i) or (l) in this section as it appears in the printed acts.

§ 17-10-214. Agricultural product marketing contracts.

1. A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of his agricultural product or specified commodity produced from a certain area exclusively to or through the cooperative or facility established by the cooperative.
2. If a sale is contracted to the cooperative, the sale shall transfer title to the product absolutely, except for a recorded lien or security interest, to the cooperative on delivery of the product or at another specified time if expressly provided in the contract. The contract may allow the cooperative to sell or resell the product of its patron member or patron with or without taking title to the product, and pay the resale price to the patron member or patron, after deducting all necessary selling, overhead and other costs and expenses, including other proper reserves and interest.
3. A single term of a marketing contract shall not exceed ten (10) years, but a marketing contract may be made self-renewing for periods not exceeding five (5) years each, subject to the right of either party to terminate by giving written notice of the termination during a period of the current term as specified in the contract.
4. The bylaws or the marketing contract, or both, may set a specific sum as liquidated damages to be paid by the patron member or patron to the cooperative for breach of any provision of the marketing contract regarding the sale or delivery or withholding of a product and may provide that the member or patron shall pay the costs, premiums for bonds, expenses and fees if an action is brought on the contract by the cooperative. The remedies for breach of contract are valid and enforceable in the courts of this state. The provisions shall be enforced as liquidated damages and are not to be considered or regarded as a penalty.
5. If there is a breach or threatened breach of a marketing contract by a patron member or patron, the cooperative is entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance of the contract. Pending the adjudication of the action after filing a certified complaint showing the breach or threatened breach and filing a sufficient bond, the cooperative is entitled to a temporary restraining order and preliminary injunction against the patron member or patron.
6. Any person who knowingly induces or attempts to induce any member or patrons of a cooperative organized under this article to breach his marketing contract with the cooperative, or who maliciously and knowingly spreads false reports about the finances or management thereof, shall be guilty of a misdemeanor and subject to a fine of not less than one hundred dollars ($100.00), and not more than one thousand dollars ($1,000.00), for each such offense; provided, that this section shall not apply to a bona fide creditor of such cooperative, or the agent or attorney of any such bona fide creditor, endeavoring to make collections of the indebtedness.
7. In addition to the penalty provided in subsection (f) of this section, the person, corporation or other entity may be liable to the cooperative for civil damages for any violation of the provisions of subsection (f) of this section. Each violation shall constitute a separate offense and is subject to the penalties in this subsection and subsection (f) of this section.

History. Laws 2001, ch. 144, § 2.

§ 17-10-215. Board governs cooperative.

A cooperative shall be governed by its board.

History. Laws 2001, ch. 144, § 2.

§ 17-10-216. Number of directors.

The board shall have not less than three (3) directors.

History. Laws 2001, ch. 144, § 2.

§ 17-10-217. Election of directors.

1. Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. A majority of the directors shall be members and at least one (1) director shall be elected exclusively by the members holding patron membership interests. The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided that at least one-half (1/2) of the voting power on general matters of the cooperative shall be allocated to one (1) or more directors elected by members holding patron membership interests or in the alternative the one (1) or more directors elected by the members holding patron membership interests shall have an equal or shall not have a minority voting power on general matters of the cooperative.
2. Directors shall be elected at the regular members’ meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings, all directors shall be elected at the regular members’ meeting.
3. For a cooperative with districts or other units, members may elect directors on a district or unit basis if provided in the bylaws. The directors may be nominated or elected at district meetings if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members’ meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district at the annual regular members’ meeting.
4. The following shall apply to alternative voting:
   1. A member may not vote other than by their presence at a meeting for a director unless alternative voting is authorized for election of directors by the articles or bylaws;
   2. The ballot shall be in a form prescribed by the board;
   3. The member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member’s name, or shall vote in the alternative manner prescribed by the board;
   4. If the ballot of the member is received by the cooperative on or before the date of the regular members’ meeting, the ballot shall be accepted and counted as the vote of the absent member.
5. If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one (1) or more natural persons to be eligible for election as a director to the board.

History. Laws 2001, ch. 144, § 2.

§ 17-10-218. Filling vacancies.

If a patron member director’s position becomes vacant for a director that was elected by patron members, the board shall appoint a patron member of the cooperative to fill the director’s position until the next regular or special members’ meeting. If the vacating director was not a patron member, the board shall appoint a patron member to fill the vacant position. At the next regular or special members’ meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director’s position.

History. Laws 2001, ch. 144, § 2.

§ 17-10-219. Removal of directors.

The members electing a director may remove the director at a members’ meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal.

History. Laws 2001, ch. 144, § 2.

§ 17-10-220. Limitation of director's liability.

1. A director’s personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles except as provided in subsection (b) of this section.
2. The articles may not eliminate or limit the liability of a director:
   1. For a breach of the director’s duty of loyalty to the cooperative or its members;
   2. For acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law;
   3. For a transaction from which the director derived an improper personal benefit; or
   4. For an act or omission occurring before the date when the provision in the articles eliminating or limiting liability becomes effective.

History. Laws 2001, ch. 144, § 2.

§ 17-10-221. Officers.

1. The board shall elect:
   1. A chair; and
   2. One (1) or more vice-chairs.
2. The board shall elect or appoint:
   1. A records officer; and
   2. A financial officer.
3. The board may elect additional officers as the articles or bylaws authorize or require.
4. The offices of records officer and financial officer may be combined.
5. The chair and first vice-chair shall be directors and members. The financial officer, records officer, and additional officers need not be directors or members.
6. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative.
7. Other than the chief executive officer, members may remove an officer at a members’ meeting for cause related to the duties of the position of the officer and fill the vacancy caused by the removal.

History. Laws 2001, ch. 144, § 2.

§ 17-10-222. Membership interests.

1. The authorized amount and divisions of patron membership interests and nonpatron membership interests may be increased or decreased or established or altered, in accordance with the restrictions in this article by amending the articles at a regular members’ meeting or at a special members’ meeting called for the purpose of the amendment.
2. Authorized membership interests may be issued on terms and conditions prescribed in the articles, bylaws, or as determined by the board. The cooperative shall disclose to any person or entity acquiring membership interests to be issued by the cooperative, the organization, capital structure and business prospects and risks of the cooperative, the nature of the governance and financial rights of the membership interest being acquired and of other classes of membership and membership interests. The cooperative shall notify all members of the membership interests being offered by the cooperative. A membership interest may not be issued until the subscription price of the membership interest has been paid for in cash or a cash equivalent or property with the agreed upon value of the property to be contributed.
3. The patron membership interests collectively shall have not less than fifteen percent (15%) of the cooperative’s financial rights to profit allocations and distributions.
4. After issuance by the cooperative, membership interests in a cooperative may only be sold or transferred with the approval of the board.
5. The cooperative may solicit and issue nonpatron membership interests on terms and conditions determined by the board and disclosed in the articles, bylaws or by separate disclosure to the members. Each member acquiring nonpatron membership interests shall sign a member control agreement which shall describe the rights and obligations of the member as it relates to the nonpatron membership interests, the financial and governance rights, the transferability of the nonpatron membership interests, the division and allocations of profits and losses among the membership interests and membership classes, and financial rights upon liquidation. If the bylaws do not otherwise provide for the allocation of the profits and losses between patron membership interests and nonpatron membership interests, then the allocation of profits and losses among nonpatron membership interests individually and patron membership interests collectively shall be allocated on the basis of the value of contributions to capital made according to the patron membership interests collectively and the nonpatron membership interests individually to the extent the contributions have been accepted by the cooperative. Distributions of cash or other assets of the cooperative shall be allocated among the membership interests as provided in the articles and bylaws, subject to the provisions of this article. If not otherwise provided, distributions shall be made on the basis of value of the capital contributions of the patron membership interests collectively and the nonpatron membership interests to the extent the contributions have been accepted by the cooperative.
6. The bylaws may provide that the cooperative or the patron members, individually or collectively, have the first privilege of purchasing the membership interests of any class of patron member’s membership interests offered for sale. The first privilege to purchase patron membership interests may be satisfied by notice to other patron members that the patron membership interests are for sale and a procedure by which patron members may proceed to attempt to purchase and acquire the patron membership interests. A patron membership interest acquired by the cooperative may be held to be reissued or may be retired and cancelled.
7. Subject to the provisions in the bylaws, a member may dissent from and obtain payment for the fair value of the member’s nonpatron membership interests in the cooperative if the articles or bylaws are amended in a manner that materially and adversely affects the rights and preferences of the nonpatron membership interests of the dissenting member. The dissenting member shall file a notice of intent to demand fair value of the membership interest with the records officer of the cooperative within thirty (30) days after the amendment of the bylaws and notice of the amendment to members, otherwise the right of the dissenting member to demand payment of fair value for the membership interest is deemed to be waived. If a proposed amendment of the articles or bylaws shall be approved by the members, a member who is entitled to dissent and who wishes to exercise dissenter’s rights shall file a notice to demand fair value of the membership interest with the records officer of the cooperative before the vote on the proposed action and shall not vote in favor of the proposed action, otherwise the right to demand fair value for the membership interest by the dissenting member is deemed waived. After receipt of the dissenting member’s demand notice and approval of the amendment, the cooperative has sixty (60) days to rescind the amendment or otherwise the cooperative shall remit the fair value for the one (1) member’s interest to the dissenting member by one hundred eighty (180) days after receipt of the notice. Upon receipt of the fair value for the membership interest, the member has no further member rights in the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-223. Grouping of members.

1. A cooperative may group members and patron members in districts, units or another basis if and as authorized in its articles and bylaws which may include authorization for the board to determine the groupings.
2. The board may do things necessary to implement the use of districts or units including setting the time and place and prescribing the rules of conduct for holding meetings by districts or units to elect delegates to members’ meetings.

History. Laws 2001, ch. 144, § 2.

§ 17-10-224. Member violations; liability for cooperative debts.

1. A member who knowingly, intentionally, or repeatedly violates a provision of the articles, bylaws, member control agreement or marketing contract with the cooperative, may be required by the board to surrender the financial rights of membership interest of any class owned by the member.
2. The cooperative shall refund to the member for the surrendered financial rights of membership interest the lesser of the book value or market value of the financial right of the membership interest payable in not more than seven (7) years from the date of surrender or the board may transfer all of any patron member’s financial rights to a class of financial rights held by members who are not patron members, or to a certificate of interest which carries liquidation rights on par with membership interests and is redeemed within seven (7) years after the transfer as provided in the certificate.
3. Membership interests required to be surrendered may be reissued or be retired and cancelled by the board.
4. A member who knowingly, intentionally or repeatedly violates a provision of the articles, bylaws, member control agreement, or a marketing contract, may be required by the board to surrender voting power in the cooperative.
5. A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid membership fees, or a debt for which the member has separately contracted with the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-225. Regular members' meetings.

1. Regular members’ meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws.
2. The regular members’ meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the bylaws or the board.
3. The officers shall submit reports to the members at the regular members’ meeting covering the business of the cooperative for the previous fiscal year that show the condition of the cooperative at the close of the fiscal year.
4. All directors shall be elected at the regular members’ meeting for the terms of office prescribed in the bylaws, except for directors elected at district or unit meetings.
5. The cooperative shall give notice of regular members’ meetings by mailing the regular members’ meeting notice to each member at the member’s last known post office address or by other notification approved by the board and agreed to by the members. The regular members’ meeting notice shall be published or otherwise given by approved method at least two (2) weeks before the date of the meeting or mailed at least fifteen (15) days before the date of the meeting.

History. Laws 2001, ch. 144, § 2.

§ 17-10-226. Special members' meetings.

1. Special members’ meetings of the members may be called by:
   1. A majority vote of the board; or
   2. The written petition of at least twenty percent (20%) of the patron members, twenty percent (20%) of the nonpatron members or twenty percent (20%) of all members collectively are submitted to the chair.
2. The cooperative shall give notice of a special members’ meeting by mailing the special members’ meeting notice to each member personally at the person’s last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members’ meeting notice shall state the time, place, and purpose of the special members’ meeting. The special members’ meeting notice shall be issued within ten (10) days from and after the date of the presentation of a members’ petition, and the special members’ meeting shall be held within thirty (30) days after the date of the presentation of the members’ petition.

History. Laws 2001, ch. 144, § 2.

§ 17-10-227. Certification of meeting notice.

1. After mailing special or regular members’ meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice and a statement that the special or regular members’ meeting notices were mailed or delivered as prescribed by law.
2. The certificate shall be made a part of the record of the meeting.

History. Laws 2001, ch. 144, § 2.

§ 17-10-228. Failure to receive meeting notice.

Failure of a member to receive a special or regular members’ meeting notice does not invalidate an action that is taken by the members at a members’ meeting.

History. Laws 2001, ch. 144, § 2.

§ 17-10-229. Quorum.

1. The quorum for a members’ meeting to transact business shall be:
   1. Ten percent (10%) of the total number of members for a cooperative with five hundred (500) or less members; or
   2. Fifty (50) members for cooperatives with more than five hundred (500) members.
2. In determining a quorum at a meeting, on a question submitted to a vote by mail or an alternative method, members present in person or represented by mail vote or the alternative voting method shall be counted. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members of the cooperative present at the meeting. The registration shall be verified by the chair or the records officer of the cooperative and shall be reported in the minutes of the meeting.
3. An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken.

History. Laws 2001, ch. 144, § 2.

§ 17-10-230. Member voting rights.

1. A patron member of a cooperative is only entitled to one (1) vote on an issue to be voted upon by members holding patron membership interests, except that a patron member of a cooperative described in W.S. 17-10-231 may be entitled to more than one (1) vote as provided in that section. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members voting on the issue. A nonpatron member has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws, subject to the provisions of this article.
2. A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members’ meeting from the time the member or delegate arrives at the members’ meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
3. A member’s vote at a members’ meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board, and not by proxy except as provided in subsection (d) of this section.
4. The following shall apply to members represented by delegates:
   1. A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members’ meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members’ meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws;
   2. If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate;
   3. Patron members may be represented by the proxy of other patron members;
   4. Nonpatron members may be represented by proxy if authorized in the bylaws.
5. The following shall apply to absentee ballots:
   1. A member who is or will be absent from a members’ meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subsection on any motion, resolution or amendment that the board submits for vote by mail or alternative method to the members;
   2. The ballot shall be in the form prescribed by the board and contain:
      1. The exact text of the proposed motion, resolution or amendment to be acted on at the meeting; and
      2. The text of the motion, resolution or amendment for which the member may indicate an affirmative or negative vote.
   3. The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member’s name or by an alternative method approved by the board;
   4. A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.

History. Laws 2001, ch. 144, § 2.

§ 17-10-231. Patron member voting in cooperatives constituted entirely or partially of other cooperatives or associations.

1. A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative patron members to have an additional vote for:
   1. A stipulated amount of business transacted between the patron member cooperative and the central cooperative organization;
   2. A stipulated number of patron members in the member cooperative;
   3. A certain stipulated amount of equity allocated to or held by the patron member cooperative in the cooperative central organization; or
   4. A combination of methods in paragraphs (i) through (iii) of this subsection.
2. A cooperative that is organized into units or districts of patron members, may, by the articles or the bylaws, authorize the delegates elected by its patron members or, have an additional vote for:
   1. A stipulated amount of business transacted between the patron members in the units or districts and the cooperative;
   2. A certain stipulated amount of equity allocated to or held by the patron members of the units or districts of the cooperative; or
   3. A combination of methods in paragraphs (i) and (ii) of this subsection.

History. Laws 2001, ch. 144, § 2.

§ 17-10-232. Vote of ownership interests held by cooperative.

A cooperative that holds ownership interests of another business entity may, by direction of the cooperative’s board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative has authority to represent the cooperative and may cast the cooperative’s vote at the business entity’s meeting.

History. Laws 2001, ch. 144, § 2.

§ 17-10-233. Allocations and distributions to members.

1. The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership interests collectively and other membership interests shall be allocated on the basis of the value of contributions to capital made by the patron membership interests collectively and other membership interests and accepted by the cooperative. The allocation of profits to the patron membership interests collectively shall not be less than fifteen percent (15%) of the total profits in any fiscal year.
2. The bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. If not otherwise provided in the bylaws, distribution shall be made to the patron membership interests collectively and other members on the basis of the value of contributions to capital made and accepted by the cooperative by the patron membership interests collectively and other membership interests. The distributions to patron membership interests collectively shall not be less than fifteen percent (15%) of the total distributions in any fiscal year.

History. Laws 2001, ch. 144, § 2.

§ 17-10-234. Allocations and distributions to patron members.

1. A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve.
2. In addition to a capital reserve, the board may, for patron membership interests:
   1. Set aside an amount not to exceed five percent (5%) of the annual net income of the cooperative for promoting and encouraging cooperative organization; and
   2. Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
3. Net income allocated to patron members in excess of dividends on equity and additions to reserves shall be distributed to patron members on the basis of patronage. A cooperative may establish allocation units, whether the units are functional, divisional, departmental, geographic, or otherwise and pooling arrangements and may account for and distribute net income to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the net loss of an allocation unit or pooling arrangement against the net income of other allocation units or pooling arrangements.
4. Distribution of net income shall be made at least annually. The board shall present to the members at their annual meeting a report covering the operations of the cooperative during the preceding fiscal year.
5. A cooperative may distribute net income to patron members in cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
6. The cooperative may provide in the bylaws that nonmember patrons are allowed to participate in the distribution of net income payable to patron members on equal terms with patron members.
7. If a nonmember patron with patronage credits is not qualified or eligible for membership, a refund due may be credited to the patron’s individual account. The board may issue a certificate of interest to reflect the credited amount. After the patron is issued a certificate of interest, the patron may participate in the distribution of income on the same basis as a patron member.

History. Laws 2001, ch. 144, § 2.

§ 17-10-235. Distribution of unclaimed property.

1. A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A cooperative making the election to distribute unclaimed property shall file with the secretary of state:
   1. A verified written explanation of the proof of claim of an owner establishing a right to receive the abandoned property;
   2. Any error in the presumption of abandonment;
   3. The name, address, and exemption number of the corporation or organization to which the property was or is to be distributed; and
   4. The approximate date of distribution.
2. This subsection does not alter the procedure provided by law for cooperatives to report unclaimed property to the state and the requirement that claims of owners are made to the cooperatives for a period following the publication of lists of abandoned property.
3. The right of an owner to unclaimed property held by a cooperative is extinguished when the property is disbursed by the cooperative to a tax exempt organization in accordance with this section.

History. Laws 2001, ch. 144, § 2.

§ 17-10-236. Merger and consolidation.

1. Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with the provisions of this section or the law of the state where the surviving or new business entity will exist.
2. To initiate a merger or consolidation of a cooperative, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board to prepare a plan. The plan shall state:
   1. The names of the constituent cooperatives and other business entities;
   2. The name of the surviving or new cooperative or other business entity;
   3. The manner and basis of converting membership or ownership interests of the constituent cooperatives or business entities into membership or ownership interests in the surviving or new cooperative or business entity;
   4. The terms of the merger or consolidation;
   5. The proposed effect of the consolidation or merger on the members and patron members of the cooperative; and
   6. For a consolidation, the plan shall contain the articles of the entity or organizational documents to be filed with the state in which the entity is organized.
3. The following shall apply to notice:
   1. The board shall mail a merger or consolidation or otherwise transmit or deliver notice to each member. The notice shall contain:
      1. The full text of the plan; and
      2. The time and place of the meeting at which the plan will be considered.
   2. A cooperative with more than two hundred (200) members may provide the merger or consolidation notice in the same manner as a regular members’ meeting notice.
4. The following shall apply to the adoption of a plan or merger or consolidation:
   1. A plan of merger or consolidation is adopted if:
      1. A quorum of the members is registered as being present or represented by mail vote at the meeting; and
      2. The plan is approved by two-thirds (2/3) of the votes cast, or for a cooperative with articles or bylaws requiring more than two-thirds (2/3) of the votes cast or other conditions for approval, the plan is approved by a proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
   2. After the plan has been adopted, articles of merger or consolidation stating the plan and that the plan was adopted according to this article shall be signed by the chair, vice-chair, records officer or documents officer of each cooperative merging or consolidating;
   3. The articles of merger or consolidation shall be filed in the office of the secretary of state;
   4. For a merger, the articles of the surviving cooperative subject to this article are deemed amended to the extent provided in the articles of merger;
   5. Unless a later date is provided in the plan, the merger or consolidation is effective when the articles of merger or consolidation are filed in the office of the secretary of state;
   6. The secretary of state shall issue a certificate of organization of the merged or consolidated cooperative.
5. The following shall apply to the effect of a merger:
   1. After the effective date, the cooperatives or other business entities that are parties to the plan become a single entity. For a merger, the surviving business entity is the business entity designated in the plan. For a consolidation, the new cooperative or other business entity is the business entity provided for in the plan. Except for the surviving or new business entity, the separate existence of all business entities that are parties to the plan cease on the effective date of the merger or consolidation;
   2. The surviving or new business entity possesses all of the rights and property of each of the merged or consolidated business entities and is responsible for all their obligations. The title to property of the merged or consolidated business entity is vested in the surviving or new business entity without reversion or impairment of the title caused by the merger or consolidation;
   3. The right of a creditor may not be impaired by the merger or consolidation without the creditor’s consent.
6. The fee to be paid to the secretary of state for filing articles of merger or consolidation shall conform with the provisions of W.S. 17-16-122 .

History. Laws 2001, ch. 144, § 2.

§ 17-10-237. Liquidation.

1. A cooperative shall be liquidated as provided in the articles in a manner consistent with other business entities organized in this state or if not provided, may be liquidated in the same manner as a limited liability company organized in this state or the members may authorize a liquidation by adopting a resolution at a members’ meeting. The notice of the members’ meeting shall include a statement that the disposition of all of the assets of the cooperative will be considered at the meeting. If a quorum is present in person, by mail ballot, or alternative method approved by the board at the members’ meeting, the resolution approving of the liquidation is adopted if:
   1. Approved by two-thirds (2/3) of the votes cast; or
   2. For a cooperative with articles or bylaws requiring more than two-thirds (2/3) for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
2. The board of directors by resolution may liquidate a cooperative if the board obtains an opinion of an accountant that the cooperative is unlikely to continue as a business based on its current finances.

History. Laws 2001, ch. 144, § 2.

§ 17-10-238. Methods of dissolution.

A cooperative may be dissolved by the members or by order of the court.

History. Laws 2001, ch. 144, § 2.

§ 17-10-239. Winding up.

1. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible:
   1. To collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and
   2. To pay or make provision for the payment of all debts, obligations and liabilities of the cooperative according to their priorities.
2. After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.
3. Tangible and intangible property, including money, remaining after the discharge of the debts, obligations and liabilities of the cooperative may be distributed to the members and former members as provided in the bylaws. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.

History. Laws 2001, ch. 144, § 2.

§ 17-10-240. Revocation of dissolution proceedings.

1. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state.
2. The chair may call a members’ meeting to consider the advisability of revoking the dissolution proceedings. The question of the proposed revocation shall be submitted to the members at the members’ meeting called to consider the revocation. The dissolution proceedings are revoked if the proposed revocation is approved at the members’ meeting by a majority of the members of the cooperative or for a cooperative with articles or bylaws requiring a greater number of members, the number of members required by the articles or bylaws.
3. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. After the notice is filed, the cooperative may resume business.

History. Laws 2001, ch. 144, § 2.

§ 17-10-241. Statute of limitations.

The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to dissolve is filed with the secretary of state.

History. Laws 2001, ch. 144, § 2.

§ 17-10-242. Articles of dissolution.

1. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:
   1. That all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;
   2. That the remaining property, assets, and claims of the cooperative have been distributed among the members or pursuant to a liquidation authorized by the members; and
   3. That legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order or decree that may be entered against the cooperative in a pending proceeding.
2. The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.
3. The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:
   1. The name of the dissolved cooperative;
   2. The date the articles of dissolution were filed with the secretary of state; and
   3. A statement that the cooperative is dissolved.

History. Laws 2001, ch. 144, § 2.

§ 17-10-243. Application for court-supervised voluntary dissolution.

After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court within the county where the registered address is located to have the dissolution conducted or continued under the supervision of the court as provided in W.S. 17-10-250 .

History. Laws 2001, ch. 144, § 2.

§ 17-10-244. Court-ordered remedies or dissolution.

1. A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business in any of the following circumstances:
   1. In a supervised voluntary dissolution that is applied for by the cooperative;
   2. In an action by a member when it is established that:
      1. The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative’s affairs and the members are unable to break the deadlock;
      2. The directors or those in control of the cooperative have acted fraudulently, illegally or in a manner unfairly prejudicial toward one (1) or more members in their capacities as members, directors or officers;
      3. The members of the cooperative are so divided in voting power that, for a period that includes the time when two (2) consecutive regular members’ meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors;
      4. The cooperative assets are being misapplied or wasted; or
      5. The period of duration as provided in the articles has expired and has not been extended as provided in this article.
   3. In an action by a creditor when:
      1. The claim of the creditor against the cooperative has been reduced to judgment and an execution on the judgment has been returned unsatisfied; or
      2. The cooperative has admitted in writing that the claim of the creditor against the cooperative is due and owing and it is established that the cooperative is unable to pay its debts in the ordinary course of business.
   4. In an action by the attorney general to dissolve the cooperative in accordance with this article when it is established that a decree of dissolution is appropriate.
2. In determining whether to order equitable relief or dissolution, the court shall take into consideration the financial condition of the cooperative but may not refuse to order equitable relief or dissolution solely on the ground that the cooperative has accumulated operating net income or current operating net income.
3. In deciding whether to order dissolution of the cooperative, the court shall consider whether lesser relief suggested by one (1) or more parties, such as a form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subparagraph (a)(ii)(B) or (C) of this section. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.
4. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, the court may in its discretion award reasonable expenses, including attorneys’ fees and disbursements, to any of the other parties.
5. Proceedings under this section shall be brought in a court within the county where the registered address of the cooperative is located.
6. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally.

History. Laws 2001, ch. 144, § 2; 2006, ch. 114, § 1.

The 2006 amendment, inserted “in any of the following circumstances” in the introductory language of (a); deleted “or” at the end of (a)(iii)(B), and made a related change.

Laws 2006, ch. 114, § 5, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 24, 2006.

Conflicting legislation. —

Laws 2006, ch. 114, § 3, provides: “[A]ny other act adopted by the Wyoming legislature during the same session in which this act is adopted shall be given precedence and shall prevail over the amendments in this act to the extent that such acts are in conflict with this act.”

§ 17-10-245. Procedure in involuntary or court-supervised voluntary dissolution.

1. In dissolution proceedings before a hearing can be completed the court may:
   1. Issue injunctions;
   2. Appoint receivers with all powers and duties that the court directs;
   3. Take actions required to preserve the cooperative’s assets wherever located; and
   4. Carry on the business of the cooperative.
2. After a hearing is completed, on notice the court directs to be given to parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the cooperative’s assets, including amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. A receiver has authority, subject to the order of the court, to continue the business of the cooperative and to sell, lease, transfer, or otherwise dispose of the property and assets of the cooperative either at public or private sale.
3. The assets of the cooperative or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the following order of priority:
   1. The costs and expenses of the proceedings, including attorneys’ fees and disbursements;
   2. Debts, taxes and assessments due the United States, this state and other states in that order;
   3. Claims duly proved and allowed to employees under the provisions of the workers’ compensation act except that claims under this clause may not be allowed if the cooperative has carried workers’ compensation insurance, as provided by law, at the time the injury was sustained;
   4. Claims, including the value of all compensation paid in a medium other than money, proved and allowed to employees for services performed within three (3) months preceding the appointment of the receiver, if any; and
   5. Other claims proved and allowed.
4. After payment of the expenses of receivership and claims of creditors are proved, the remaining assets, if any, may be distributed to the members or distributed pursuant to an approved liquidation plan.

History. Laws 2001, ch. 144, § 2.

Worker's Compensation Act. —

See §§ 27-14-101(a), 27-14-102(a)(xxvii).

§ 17-10-246. Receiver qualifications and powers.

1. A receiver shall be a natural person or a domestic corporation or a foreign corporation authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court.
2. A receiver may sue and defend in all courts as receiver of the cooperative. The court appointing the receiver has exclusive jurisdiction of the cooperative and its property.

History. Laws 2001, ch. 144, § 2.

§ 17-10-247. Dissolution action by attorney general; administrative dissolution.

1. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:
   1. The articles and certificate of organization were procured through fraud;
   2. The cooperative was organized for a purpose not permitted by this article or prohibited by state law;
   3. The cooperative has flagrantly violated a provision of this article, has violated a provision of this article more than once or has violated more than one (1) provision of this article; or
   4. The cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative’s franchise, privileges, or enterprise.
2. An action may not be commenced under subsection (a) of this section until thirty (30) days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative thirty (30) additional days to make the correction before filing the action.
3. The provisions of W.S. 17-16-1420 through 17-16-1423 shall apply to the administrative dissolution of any domestic cooperative and the provisions of W.S. 17-16-1530 through 17-16-1532 shall apply to the administrative dissolution of any foreign cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-248. Filing claims in court-supervised dissolution proceedings.

1. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by the court.
2. If the court requires the filing of claims, the court shall:
   1. Set a date, by order, at least one hundred twenty (120) days after the date the order is filed, as the last day for the filing of claims; and
   2. Prescribe the notice of the fixed date that shall be given to creditors and claimants.
3. Before the fixed date, the court may extend the time for filing claims. Creditors and claimants failing to file claims on or before the fixed date may be barred, by order of court, from claiming an interest in or receiving payment out of the property or assets of the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-10-249. Discontinuance of court-supervised dissolution proceedings.

The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the cooperative its remaining property and assets.

History. Laws 2001, ch. 144, § 2.

§ 17-10-250. Court-supervised dissolution order.

1. In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been distributed to its members or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations and liabilities, when all the property and assets have been applied so far as they will go to their payment according to their priorities, the court shall enter an order dissolving the cooperative.
2. When the order dissolving the cooperative or association has been entered, the cooperative or association is dissolved.

History. Laws 2001, ch. 144, § 2.

§ 17-10-251. Filing court's dissolution order.

After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolution order.

History. Laws 2001, ch. 144, § 2.

§ 17-10-252. Barring of claims.

1. A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
2. Within one (1) year after articles of dissolution have been filed with the secretary of state pursuant to this article or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:
   1. Against the cooperative to the extent of undistributed assets; or
   2. If the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.
3. Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the officers, directors or members of the cooperative before the expiration of the applicable statute of limitations. This subsection does not apply to dissolution under the supervision or order of a court.

History. Laws 2001, ch. 144, § 2.

§ 17-10-253. Right to sue or defend after dissolution.

After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.

History. Laws 2001, ch. 144, § 2.

§ 17-11-101. Short title.

This act [§§ 17-11-101 through 17-11-120 ] shall be known and may be cited as the “Wyoming Industrial Corporation Act”.

History. Laws 1967, ch. 183, § 1; W.S. 1957, § 17-187.1.

§ 17-11-102. Definitions.

1. As used in this act [§§ 17-11-101 through 17-11-120 ], unless a different meaning is required by the context, the following words and phrases have the following meanings:
   1. “Corporation” means a Wyoming industrial development corporation created under this act;
   2. “Financial institution” means any bank, trust company, savings and loan association, industrial bank, public or private pension or retirement fund, insurance company or related corporation, partnership, foundation, or other institution engaged in lending or investing funds;
   3. “Member” means any financial institution which undertakes to lend money to or to buy stock in the corporation created under this act;
   4. “Board of directors” means the board of directors of the corporation created under this act;
   5. “Loan limit” means for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under the provisions of this act;
   6. “Shareholder” means:
      1. If the corporation is formed for profit, the holder of record of shares in the corporation; or
      2. If the corporation is a nonprofit corporation, a member who has contributed money, property, services or other item of value and whose contribution is recorded on the books of the corporation.

History. Laws 1967, ch. 183, § 2; W.S. 1957, § 17-187.2; Laws 1988, ch. 84, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-11-103. Incorporation; profit or nonprofit corporation; articles of incorporation generally.

1. Fifteen (15) or more persons, a majority of whom shall be residents of this state, may form an industrial development corporation under the provisions of this act [§§ 17-11-101 through 17-11-120 ], by filing in the office of the secretary of state articles of incorporation.
2. The corporation may be formed as a nonprofit corporation in which event it shall be subject to and governed by the provisions of W.S. 17-19-101 through 17-19-1807 , not in conflict with or inconsistent with the provisions of this act, or the corporation may be formed for profit in which event it shall be subject to and governed by the provisions of the Wyoming Business Corporation Act [§ 17-16-101 et seq.] not in conflict with or inconsistent with the provisions of this act.
3. The articles of incorporation shall contain:
   1. The name of the corporation which shall include the words “Industrial Development Corporation of Wyoming”;
   2. A statement as to whether the corporation is formed as a nonprofit corporation or for profit;
   3. The purposes for which the corporation is founded, which shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of Wyoming and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, and improve the standard of living of the citizens of this state; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state. The purposes for which the corporation is formed may also include the rendering of service to industry by providing feasibility, product, production and market analyses, patent advice, technological information, research and development assistance, financial availability counseling, management counseling, and any other information, assistance or facilities required for the creation of new industry, to further the expansion of existing industry, or to induce industry to locate in the state;
   4. The total number of directors, their terms, and the method of their election;
   5. If the corporation is a nonprofit corporation, a provision that the assets on dissolution, and any distributions of earnings or assets prior to dissolution, shall be made only to a charitable or educational organization or institution;
   6. The information required by W.S. 17-19-202 , if the corporation is formed on a nonprofit basis and the information required by W.S. 17-16-202 , if the corporation is formed for profit.
4. The articles of incorporation shall be subscribed and acknowledged by not less than five (5) persons.
5. The articles of incorporation shall recite that the corporation is organized under the provisions of this act.
6. The secretary of state shall not approve the articles of incorporation for a corporation organized under this act until a total of at least ten (10) national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, domestic building and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of said corporation, which agreement shall be filed with the secretary of state with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the secretary of state. Whenever the articles of incorporation shall have been filed in the office of the secretary of state and approved by him, and all filing fees and taxes have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business.

History. Laws 1967, ch. 183, § 3; W.S. 1957, § 17-187.3; Laws 1988, ch. 84, § 1; 1992, ch. 53, § 2.

§ 17-11-104. Powers of corporation generally.

1. In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers:
   1. To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabilities for any of the purposes of the corporation;
   2. To borrow money from its members, the small business administration or any other similar federal agency, or the state of Wyoming or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval;
   3. To make loans to any project, person, firm, corporation, association or trust, to invest in a small business investment company as regulated by the small business administration, and to establish and regulate the terms and conditions with respect to those loans or investments;
   4. To cooperate with and avail itself of the facilities of the United States department of commerce, the Wyoming business council created by W.S. 9-12-103 and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof;
   5. To do all acts and things necessary or convenient to carry out the powers expressly granted in this act [§§ 17-11-101 through 17-11-120 ].
2. In addition to the powers herein enumerated, the corporation if organized as a nonprofit corporation shall have all of the powers conferred on such corporations by W.S. 17-19-101 through 17-19-1807 , and if organized as a profit corporation shall have all of the powers conferred on corporations under the Wyoming Business Corporation Act.

History. Laws 1967, ch. 183, § 4; W.S. 1957, § 17-187.4; Laws 1988, ch. 84, § 1; 1992, ch. 53, § 2; 1998, ch. 6, § 3.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-11-105. Authority to acquire and dispose of bonds, securities and capital stock of corporation.

1. Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures:
   1. Any person, domestic or foreign corporation, public utility company, insurance company, financial institution as defined herein, or trust, is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, or to make contributions to any corporation organized hereunder, and while a shareholder to exercise all the rights, powers, and privileges granted shareholders, including the right to vote, all without the approval of any regulatory authority of the state except as otherwise provided in this act [§§ 17-11-101 through 17-11-120 ];
   2. All financial institutions as defined herein are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and
   3. Each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, and make contributions to the corporation, and as a shareholder exercise all the rights, powers, and privileges granted stockholders, including the right to vote, all without the approval of any regulatory authority of the state.
2. The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.

History. Laws 1967, ch. 183, § 5; W.S. 1957, § 17-187.5; Laws 1988, ch. 84, § 1.

§ 17-11-106. Membership generally; loans to corporation.

1. Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by the board.
2. Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:
   1. All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section;
   2. Repealed by Laws 1988, ch. 84, § 2.
   3. The total amount outstanding on loans to the corporation made by any member at any one (1) time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed:
      1. Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned;
      2. The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the state insurance commissioner: two and one-half percent (2 1/2%) of the capital and surplus of commercial banks and trust companies; one-half of one percent (1/2%) of the total outstanding loans made by savings and loan associations, and building and loan associations; two and one-half percent (2 1/2%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; two and one-half percent (2 1/2%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; one-tenth of one percent (1/10%) of the assets of fire insurance companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions. The board of directors may, on the request of any financial institution applying for membership, and with the approval of two-thirds (2/3%) of the members of the same class as the financial institution making the request, authorize a different loan limit for such financial institution than is set forth above.
   4. Each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of the member’s loan limit, reduced by the balance of outstanding loans made by the member to the corporation, the investment in capital stock of the corporation held by the member and the amount of any contribution made by the member to the corporation, at the time of the call. No member shall be subject to a call as a result of owning stock in the corporation. Calls shall be made only on members who have made member loans to the corporation;
   5. All loans to the corporation by members under this section shall be evidenced by bonds, debentures, notes, or other evidence of indebtedness of the corporation, which shall be freely negotiable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent (1/4%).

History. Laws 1967, ch. 183, § 6; W.S. 1957, § 17-187.6; Laws 1988, ch. 84, §§ 1, 2.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-11-107. Duration of membership; withdrawal.

Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of directors, a member may withdraw from membership in the corporation at the expiration date of such notice.

History. Laws 1967, ch. 183, § 7; W.S. 1957, § 17-187.7; Laws 1988, ch. 84, § 1.

§ 17-11-108. Powers of shareholders and members.

1. The shareholders and the members of the corporation shall have the following powers of the corporation:
   1. To determine the number of and elect directors as provided in W.S. 17-11-110 ;
   2. To make, amend and repeal bylaws;
   3. To amend the certificate of incorporation;
   4. To dissolve the corporation as provided in W.S. 17-11-116 ;
   5. To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small Business Investment Act of 1958 [15 U.S.C. § 661 et seq.], Public Law 85-699, 85th Congress, or other similar federal laws now or hereafter enacted, and from the state of Wyoming or any agency or department thereof;
   6. To exercise such other of the powers of the corporation consistent with the act [§§ 17-11-101 through 17-11-120 ] as may be conferred on the shareholders and the members by the bylaws.
2. As to all matters requiring action by the shareholders and the members of the corporation, the shareholders and members shall vote as provided in the bylaws of the corporation.
3. Unless otherwise provided in the articles of incorporation, each shareholder shall have one (1) vote, in person or by proxy, for each share of stock held by him. Each member shall have one (1) vote, in person or by proxy, for each share of stock held by him except that any member having a loan limit of more than one thousand dollars ($1,000.00) and having a loan to the corporation as provided under W.S. 17-11-106(b) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000.00) which the member has outstanding in loans to the corporation under W.S. 17-11-106(b) at any one (1) time.

History. Laws 1967, ch. 183, § 8; W.S. 1957, § 17-187.8; Laws 1988, ch. 84, § 1.

Small Business Investment Act. —

The federal Small Business Investment Act of 1958, referred to in this section, appears as 15 U.S.C. § 661 et seq.

§ 17-11-109. Amendments to articles of incorporation.

1. The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws.
2. An amendment to the articles of incorporation shall be filed with the secretary of state, and shall not take effect until the date of such filing.

History. Laws 1967, ch. 183, § 9; W.S. 1957, § 17-187.9; Laws 1988, ch. 84, § 1.

§ 17-11-110. Board of directors.

1. The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members.
2. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
3. Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.

History. Laws 1967, ch. 183, § 10; W.S. 1957, § 17-187.10; Laws 1988, ch. 84, § 1; 1998, ch. 6, § 3.

Cross references. —

As to creation of Wyoming Business Council, see § 9-12-103 .

§ 17-11-111. Determination of net earnings and surplus.

Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

History. Laws 1967, ch. 183, § 11; W.S. 1957, § 17-187.11; Laws 1988, ch. 84, § 1.

§ 17-11-112. Depository of funds.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.

History. Laws 1967, ch. 183, § 12; W.S. 1957, § 17-187.12.

§ 17-11-113. Examination by director; reports.

The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the director or the secretary of state. The director shall exercise the same power and authority over corporations organized under this act as is now exercised over banks and trust companies.

History. Laws 1967, ch 183, § 13; W.S. 1957, § 17-187.13; Laws 1991, ch. 240, § 1.

§ 17-11-114. First meeting.

1. The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day appointed for the meeting, or may be held without such notice upon waiver in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators.
2. At such first meeting, the incorporators shall adopt bylaws, elect directors, and take such other action as the incorporators may see fit. Eight (8) of the incorporators shall constitute a quorum for the transaction of business.

History. Laws 1967, ch. 183, § 14; W.S. 1957, § 17-187.14.

§ 17-11-115. Perpetual existence.

The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116 .

History. Laws 1967, ch. 183, § 15; W.S. 1957, § 17-187.15.

§ 17-11-116. Dissolution.

The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, none of the corporation’s assets shall be distributed to the shareholders until all sums due the members of the corporation and creditors thereof have been paid in full. If the corporation is a nonprofit corporation the assets remaining after payment in full of all amounts due creditors and the members of the corporation shall be paid only to charitable or educational organizations and institutions, in accordance with the articles of incorporation and bylaws of the corporation.

History. Laws 1967, ch. 183, § 16; W.S. 1957, § 17-187.16.

§ 17-11-117. Corporations designated “state development companies” for purposes of federal law.

Any corporation organized under the provisions of this act [§§ 17-11-101 through 17-11-120 ] shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any similar federal legislation, and shall be authorized to operate on a statewide basis.

History. Laws 1967, ch. 183, § 17; W.S. 1957, § 17-187.17.

Small Business Investment Act. —

See note under same catchline following § 17-11-108 .

§ 17-11-118. Exemption from securities registration.

Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701 .

History. Laws 1967, ch. 183, § 18; W.S. 1957, § 17-187.18; 2016, ch. 22, § 2.

§ 17-11-119. Tax exemptions, credits or privileges.

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act [§§ 17-11-101 through 17-11-120 ].

History. Laws 1967, ch. 183, § 19; W.S. 1957; § 17-187.19.

Cross references. —

As to banks generally, see chapters 2, 3 and 4 of title 13.

As to trust companies generally, see chapter 5 of title 13.

As to savings and loan associations generally, see chapters 6 and 7 of title 13.

§ 17-11-120. Filing fees.

Corporations organized for profit under the provisions of this act [§§ 17-11-101 through 17-11-120 ] shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630 , and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630 .

History. Laws 1967, ch. 183, § 20; W.S. 1957, § 17-187.20; Laws 1992, ch. 53, § 2.

§ 17-12-101. Certificate of ditch company.

Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a ditch or ditches for the purpose of conveying water to any mines, mills or lands to be used for mining, milling or irrigating of lands, they shall in their certificate, in addition to the matters required in the first section of this article, specify as follows: the stream or streams from which the water is to be taken out; the line of said ditch or ditches, as near as may be, and the use to which said water is intended to be applied.

History. C.L. 1876, ch. 34, Tit. I, § 28; Laws 1884, ch. 24, § 1; R.S. 1887, § 532; R.S. 1899, § 3066; C.S. 1910, § 4009; C.S. 1920, § 5082; R.S. 1931, § 28-143; C.S. 1945, § 44-137; W.S. 1957, § 17-188.

Cross references. —

As to assessments against stockholders for care and maintenance of ditches, see § 41-5-105 .

Meaning of “this article” —

The term “this article,” referred to in this section, means article 1 of chapter 44 (§§ 44-101 through 44-151) of C.S. 1945, most of the provisions of which, including the “first section,” i.e., § 44-101, also referred to in this section, were repealed by Laws 1961, ch. 85, § 128. See now § 17-16-201 et seq. For tables of revised and renumbered sections, see Volume 11 of the Wyoming Statutes Annotated.

Cited in

Willey v. Decker, 11 Wyo. 496, 73 P. 210, 1903 Wyo. LEXIS 22 (1903).

§ 17-12-102. Right-of-way of ditch company; interference with prior ditch and water rights.

Any ditch company formed under the provisions of this article shall have the right-of-way over the lines named in the certificate, and shall also have the right to run the water of the stream or streams named in the certificate through their ditch or ditches; provided, that the lines proposed shall not interfere with any other ditch whose rights are prior to those acquired under this article and by virtue of said certificate. Nor shall the water of any stream be directed from its original channel to the detriment of any miners, mill men or others along the line of said stream, or who may have a priority of right, and there shall be at all times left sufficient water in said stream for the use of miners and agriculturists who may have a prior right to such water along said stream.

History. C.L. 1876, ch. 34, Tit. I, § 29; Laws 1884, ch. 24, § 1; R.S. 1887, § 533; R.S. 1899, § 3067; C.S. 1910, § 4010; C.S. 1920, § 5083; R.S. 1931, § 28-144; C.S. 1945, § 44-138; W.S. 1957, § 17-189.

Cross references. —

As to power of eminent domain, see § 1-26-801 et seq.

As to use of water for mining purposes, see § 30-1-117 .

As to right-of-way of any ditch or flume for mining purposes, see § 30-1-118 .

Meaning of “this article” —

See note under same catchline following § 17-12-101 .

Cited in

Willey v. Decker, 11 Wyo. 496, 73 P. 210, 1903 Wyo. LEXIS 22 (1903).

§ 17-12-103. Proper condition of ditches.

Every ditch company organized under the provisions of this article shall be required to keep the banks of their ditch or ditches in good condition, so that the water shall not be allowed to escape from the same, to the injury of any mining claim, road, ditch or other property located and held prior to the location of such ditch; and whenever it is necessary to convey any ditch over, or across, or above any lode or mining claim, the company shall, if necessary to keep the water of said ditch out from any claim, flume the ditch so far as necessary to protect such claim or property from the water of said ditch; provided, that in all cases where the ditch has priority of right by location, the owners of such claim or property shall be compelled to protect themselves from any damages that might be created by said ditch, and the owner of such claim shall be liable for any damages resulting to said ditch by reason of the works or operations performed on such claim or property.

History. C.L. 1876, ch. 34, Tit. I, § 31; Laws 1884, ch. 24, § 1; R.S. 1887, § 535; R.S. 1899, § 3069; C.S. 1910, § 4011; C.S. 1920, § 5084; R.S. 1931, § 28-145; C.S. 1945, § 44-139; W.S. 1957, § 17-190.

Cross references. —

As to care, maintenance and protection of irrigation ditches, see § 41-5-101 et seq.

Meaning of “this article” —

See note under same catchline following § 17-12-101 .

Section uses mandatory language. —

This section speaks in what the supreme court has thought about from time to time as being “mandatory” language. Wheatland Irrigation Dist. v. McGuire, 537 P.2d 1128, 1975 Wyo. LEXIS 149 (Wyo. 1975).

But it was not intended to make an insurer out of ditch owners. Wheatland Irrigation Dist. v. McGuire, 537 P.2d 1128, 1975 Wyo. LEXIS 149 (Wyo. 1975).

Waiver of right to damages. —

Where water from spills in defendant's irrigation reservoir flowed onto plaintiff's land, and plaintiff, instead of acquiescing in defendant's offer to construct drainage ditches to divert the water away from his land, authorized defendant to allow water to flow there, he waived his right to recover damages for such alleged flowage until consent was withdrawn. Howell v. Big Horn Basin Colonization Co., 14 Wyo. 14, 81 P. 785, 1905 Wyo. LEXIS 27 (Wyo. 1905).

Cited in

Willey v. Decker, 11 Wyo. 496, 73 P. 210, 1903 Wyo. LEXIS 22 (1903).

§ 17-12-104. Applicability of W.S. 17-12-101 through 17-12-104 to existing companies.

This act [§§ 17-12-101 through 17-12-104 ] shall apply to all ditch companies already formed and incorporated under the laws of Wyoming.

History. Laws 1884, ch. 24, § 2; R.S. 1887, § 536; R.S. 1899, § 3071; Laws 1907, ch. 86, § 17; C.S. 1910, § 4013; C.S. 1920, § 5086; R.S. 1931, § 28-147; C.S. 1945, § 44-140; W.S. 1957, § 17-191.

§ 17-12-105. Authority of ditch and water companies to issue bonds and mortgage property.

Every corporation organized under the laws of Wyoming for the purpose of constructing or operating a system of waterworks, within the corporate limits of any city or town, and every ditch and water company organized under the laws of Wyoming shall have power, and is hereby authorized to mortgage or execute deeds of trust in whole or in part, of their real and personal property and franchises, to secure money borrowed by them for the construction or operation of their waterworks, or ditches, and may also issue their corporate bonds, to make all of said bonds payable to bearer, or otherwise, negotiable by delivery and bearing interest at such rates, and may sell the same at such rates and prices as they may deem proper; and said bonds shall be made payable at such times, and the principal and interest thereof may be made payable within or without this state, at such place or places as may be determined upon by said company.

History. Laws 1890-91, ch. 88, § 1; R.S. 1899, § 3070; C.S. 1910, § 4012; C.S. 1920, § 5085; R.S. 1931, § 28-146; C.S. 1945, § 44-141; W.S. 1957, § 17-192.

Cross references. —

As to franchise of private corporations to operate waterworks in cities and towns, see § 15-7-701 et seq.

§ 17-12-106. Certificate of flume company.

When any company shall organize under the provisions of this article to form a company for the purpose of constructing a flume, their certificate, in addition to the matters required in the first section of this article, shall specify as follows: the place of beginning, the termini and the route so near as may be, and the purpose for which such flume is intended, and when organized according to the provisions of this chapter, said company shall have the right-of-way over the line proposed in such certificate for such flume; provided, it does not conflict with the right of any farmer, fluming, ditching or other company.

History. C.L. 1876, ch. 34, Tit. I, § 32; R.S. 1887, § 537; R.S. 1899, § 3072; C.S. 1910, § 4014; C.S. 1920, § 5087; R.S. 1931, § 28-148; C.S. 1945, § 44-142; W.S. 1957, § 17-193.

Cross references. —

As to power of eminent domain, see § 1-26-501 et seq.

As to right-of-way of any ditch or flume for mining purposes, see § 30-1-118 .

Meaning of “this article” —

See note under same catchline following § 17-12-101 .

§ 17-12-107. Certificate of telegraph company.

Whenever any three (3) or more persons associate under the provisions of this article, to form a company for the purpose of constructing a line or lines of magnetic telegraph in this state, their certificate shall specify as follows: the termini of such line or lines, and the counties through which they shall pass; and such corporation is hereby authorized to construct said telegraph line or lines from point to point along and upon any of the public roads, by the erection of the necessary fixtures, including posts, piers and abutments, necessary for the wires; provided, that the same shall not incommode the public in the use of said roads or highways.

History. C.L. 1876, ch. 34, Tit. I, § 38; R.S. 1887, § 541; R.S. 1899, § 3076; C.S. 1910, § 9018; C.S. 1920, § 5091; R.S. 1931, § 28-149; C.S. 1945, § 44-144; W.S. 1957, § 17-194.

Cross references. —

As to power of eminent domain, see § 1-26-801 et seq.

As to assessment of telegraph and telephone companies, see § 39-13-102 .

Meaning of “this article” —

See note under same catchline following § 17-12-101 .

§§ 17-13-101 through 17-13-615. [Repealed.]

Repealed by Laws 1993, ch. 194, § 2.

Cross references. —

For Uniform Partnership Act, see chapter 21 of this title.

Editor's notes. —

This chapter (§§ 17-13-101 through 17-13-615) derived from Laws 1917, ch. 97, §§ 1 through 43.

§§ 17-14-101 through 17-14-131. [Repealed.]

Repealed by Laws 1979, ch. 153, § 3.

Cross references. —

For Uniform Limited Partnership Act, see §§ 17-14-201 through 17-14-1104 .

Editor's notes. —

These sections derived from Laws 1971, ch. 86, §§ 1 through 31.

§ 17-14-201. Short title.

This act may be cited as the “Uniform Limited Partnership Act”.

History. Laws 1979, ch. 153, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-14-202(a)(xvi).

§ 17-14-202. Definitions.

1. As used in this act, unless the context otherwise requires:
   1. “Certificate of limited partnership” means the certificate referred to in W.S. 17-14-301 , and the certificate as amended or restated;
   2. “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in his capacity as a partner;
   3. “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in W.S. 17-14-502 ;
   4. “Foreign limited partnership” means a partnership formed under the laws of any state other than this state and having as partners one (1) or more general partners and one (1) or more limited partners;
   5. “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner;
   6. “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement;
   7. “Limited partnership” and “domestic limited partnership” mean a partnership formed by two (2) or more persons under the laws of this state and having one (1) or more general partners and one (1) or more limited partners;
   8. “Partner” means a limited or general partner;
   9. “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business;
   10. “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets;
   11. “Person” means a natural person, partnership, limited partnership (domestic or foreign), limited liability company, trust, estate, association or corporation;
   12. “State” means a state, territory or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico;
   13. “Certificate of continuance” means the certificate issued under the provisions of this act to continue a foreign limited partnership in this state;
   14. “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to W.S. 17-14-503 ;
   15. “Limited liability limited partnership”, except in the phrase “foreign limited liability limited partnership” means a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership;
   16. “This act” means W.S. 17-14-201 through 17-14-1104 .

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1; 2003, ch. 134, § 2; 2007, ch. 38, § 1.

The 2007 amendment, effective July 1, 2007, in (a), redesignated former (xiv) as (xvi), and inserted (xiv) and (xv).

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Cited in

N. Fork Land & Cattle, LLLP v. First Am. Title Ins. Co., 2015 WY 150, 2015 Wyo. LEXIS 167 (Nov. 24, 2015).

Am. Jur. 2d, ALR and C.J.S. references. —

Limited partnership: sufficiency of procedure for designating or admitting additional general partner, 6 ALR4th 1277.

§ 17-14-203. Name.

1. The name of each limited partnership as set forth in its certificate of limited partnership:
   1. Shall contain without abbreviation the words “limited partnership”;
   2. Shall not contain the name of a limited partner unless:
      1. It is also the name of a general partner or the corporate name of a corporate general partner; or
      2. The business of the limited partnership had been carried on under that name before the admission of that limited partner.
   3. Repealed by Laws 1995, ch. 45, § 2.
   4. Shall not be the same as, or deceptively similar to, any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from other business names as provided in W.S. 17-16-401 .

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 2; 1996, ch. 80, § 2.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-204. Reservation of name.

1. The exclusive right to the use of a name may be reserved by:
   1. Any person intending to organize a limited partnership under this act and to adopt that name;
   2. Any domestic limited partnership or any foreign limited partnership registered in this state which, in either case, intends to adopt that name;
   3. Any foreign limited partnership intending to register in this state and adopt that name; and
   4. Any person intending to organize a foreign limited partnership and intending to have it registered in this state and adopt that name.
2. The reservation shall be made by filing with the secretary of state an application, executed by the applicant, to reserve a specified name. If the secretary of state finds that the name is available for use by a domestic or foreign limited partnership, he shall reserve the name for the exclusive use of the applicant for a period of one hundred twenty (120) days. The reservation of a name is not renewable. The right to the exclusive use of a reserved name may be transferred to any other person by filing in the office of the secretary of state a notice of the transfer, executed by the applicant for whom the name was reserved and specifying the name and address of the transferee.

History. Laws 1979, ch. 153, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in subsection (a)(i), see § 17-14-202(a)(xvi).

§ 17-14-205. Specified office and agent.

1. Each limited partnership shall continuously maintain in this state:
   1. An office, which may but need not be a place of its business in this state, at which shall be kept the records required by W.S. 17-14-206 to be maintained; and
   2. A registered agent for service of process on the limited partnership as provided in W.S. 17-28-101 through 17-28-111 .
2. The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all limited partnerships.

History. Laws 1979, ch. 153, § 1; 2008, ch. 90, § 2.

Amendment effective January 1, 2009. —

Laws 2008, ch. 90, § 2, amended this section effective January 1, 2009, by rewriting (a)(ii), and inserting (b).

§ 17-14-206. Records to be kept.

1. Each limited partnership shall keep at the office referred to in W.S. 17-14-205 the following:
   1. A current list of the full name and last known business address of each partner separately identifying in alphabetical order the general partners and the limited partners;
   2. A copy of the certificate of limited partnership and all certificates of amendment thereto, and any application for and certificate of continuance, together with executed copies of any powers of attorney pursuant to which any certificate or application has been executed;
   3. Copies of the limited partnership’s federal, state and local income tax returns and reports, if any, for the three (3) most recent years;
   4. Copies of any then effective written partnership agreements and of any financial statements of the limited partnership for the three (3) most recent years; and
   5. Unless contained in a written partnership agreement, a writing setting out:
      1. The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute;
      2. The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
      3. Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner’s contribution; and
      4. Any events upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
2. Records kept under this section are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1; 2003, ch. 134, § 2.

§ 17-14-207. Nature of business.

A limited partnership may carry on any business that a partnership without limited partners may carry on except banking or acting as an insurer as defined in W.S. 26-1-102(a)(xvi).

History. Laws 1979, ch. 153, § 1; 1997, ch. 124, § 1.

§ 17-14-208. Business transactions of partner with partnership.

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.

History. Laws 1979, ch. 153, § 1.

§ 17-14-209. Fees.

1. The secretary of state shall charge and collect the following fees:
   1. For filing a certificate of limited partnership or for an application for a certificate of continuance a fee of one hundred dollars ($100.00);
   2. For filing a certificate of amendment or cancellation, or for filing a reservation of name, sixty dollars ($60.00);
   3. and (iv) Repealed by Laws 2000, ch. 35, § 2.
   4. For registering a foreign limited partnership, a fee of one hundred fifty dollars ($150.00).
2. In addition to the fees provided under subsection (a) of this section, each limited partnership or foreign limited partnership shall comply with and pay the fees provided by W.S. 17-16-1630(a) through (e) and 17-16-120(j) as if it were a corporation.
3. Any limited partnership or foreign limited partnership failing to comply with subsection (b) of this section or failing to pay any penalty imposed under W.S. 17-28-109 may be dissolved or its franchise revoked by the secretary of state as if it were a corporation.
4. Notwithstanding any other provisions of this section, any Wyoming limited partnership dissolved or whose franchise is revoked under subsection (c) of this section may be reinstated as provided in W.S. 17-14-905 .

History. Laws 1979, ch. 153, § 1; 1983, ch. 142, § 1; 1985, ch. 91, § 1; 1993, ch. 146, § 2; 2000, ch. 35, §§ 1, 2; 2003, ch. 134, § 2; 2007, ch. 18, § 2; 2014, ch. 81, § 1; 2021, ch. 51, § 1.

Cross references. —

As to reinstatement following administrative dissolution, see § 17-14-905 .

The 2007 amendment, effective July 1, 2007, added (d).

The 2014 amendment, effective July 1, 2014, in (b), inserted “and 17-16-120(j),: and in (c), inserted “or failing to pay any penalty imposed under W.S. 17-28-109 .”

The 2021 amendment , effective July 1, 2021, deleted "or for registering a foreign limited partnership," following "continuance" in (a)(i); substituted "sixty dollars ($60.00)" for "fifty dollars ($50.00)" in (a)(ii); added (a)(v) and made related changes.

17-14-210. Powers.

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

History. Laws 2021, ch. 21, § 1.

Effective date. —

Laws 2021, ch. 21, § 3, makes the act effective July 1, 2021.

§ 17-14-301. Certificate of limited partnership.

1. In order to form a limited partnership a certificate of limited partnership shall be executed and filed in the office of the secretary of state. The certificate shall set forth:
   1. The name of the limited partnership;
   2. Repealed by Laws 1995, ch. 45, § 2.
   3. The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205 ;
   4. The name and the business address of each general partner;
   5. The amount of cash and a description and statement of the agreed value of the other property or services contributed or to be contributed in the future;
   6. through (xii) Repealed by Laws 1995, ch. 45, § 2.
   7. The latest date upon which the limited partnership is to dissolve;
   8. Whether the limited partnership is a limited liability limited partnership; and
   9. Any other matters the partners determine to include therein.
2. A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state or at any later time specified in the certificate of limited partnership if, in either case, there has been substantial compliance with the requirements of this section.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, §§ 1, 2; 2007, ch. 38, § 1; 2008, ch. 116, § 1.

The 2007 amendment, effective July 1, 2007, redesignated former (a)(xiv) as (a)(xv) and inserted (a)(xiv).

The 2008 amendment, made a stylistic change.

Laws 2008, ch. 116, § 5, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 13, 2008.

Limited-partner status not lost where certificate erroneously listing general-partner status amended. —

Where, when parties realized that the certificate of limited partnership had erroneously listed them as a general, rather than as a limited, partner they caused an appropriate certificate of amendment to be executed and filed, the parties did not lose their intended status as a limited partner. In re Westover Hills, Ltd., 46 B.R. 300, 1985 Bankr. LEXIS 6828 (Bankr. D. Wyo. 1985).

Cited in

N. Fork Land & Cattle, LLLP v. First Am. Title Ins. Co., 2015 WY 150, 2015 Wyo. LEXIS 167 (Nov. 24, 2015).

Am. Jur. 2d, ALR and C.J.S. references. —

Statute requiring “mercantile partnerships” to post names of members of firm as applicable to limited partnership only, 42 ALR2d 516.

Limited partnership: sufficiency of procedure for designating or admitting additional general partner, 6 ALR4th 1277.

Library References.

American Law of Mining, 2nd Edition § 92.03 (Matthew Bender).

§ 17-14-302. Amendment of certificate.

1. A certificate of limited partnership is amended by filing a certificate of amendment thereto in the office of the secretary of state. The certificate shall set forth:
   1. The name of the limited partnership;
   2. The date of filing the certificate; and
   3. The amendment to the certificate.
2. Within thirty (30) days after the occurrence of any of the following events and except as provided by subsection (f) of this section, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed:
   1. Repealed by Laws 1995, ch. 45, § 2.
   2. The admission of a new general partner;
   3. The withdrawal of a general partner; or
   4. Repealed by Laws 1999, ch. 145, § 2.
   5. The election of all the partners to become a limited liability limited partnership.
3. A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, shall promptly amend the certificate.
4. A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
5. A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of any event referred to in subsection (b) of this section if the amendment is filed within the periods [period] specified in subsection (b) or (f) of this section, whichever applies.
6. An amendment to a certificate of limited partnership reflecting the occurrence of any event specified by subsection (b) of this section for a partnership comprised of ten (10) partners or less, who are natural persons, may be filed annually instead of within the thirty (30) day period prescribed by subsection (b) of this section. The amendment certificate shall reflect all events specified by subsection (b) of this section which occurred during the calendar year and shall be filed in the office of the secretary of state no later than January 31 of the year following the year for which the amendment certificate applies.
7. A restated certificate of limited partnership may be executed and filed in the same manner as a certificate of amendment.

History. Laws 1979, ch. 153, § 1; 1983, ch. 53, § 1; 1995, ch. 45, §§ 1, 2; 1999, ch. 145, §§ 1, 2; 2007, ch. 38, § 1.

The 2007 amendment, effective July 1, 2007, added (b)(v) and made related changes.

Insured. —

In a title insurance dispute, a limited liability partnership was an insured because it automatically took ownership of the property when it converted to a Wyoming limited liability partnership, amended its certificate of limited partnership to change its name, and withdrew its registration as a Colorado limited liability limited partnership. The ordinary meaning of a transfer by operation of law was one that did not involve an exchange of money or other equivalent consideration. N. Fork Land & Cattle, LLLP v. First Am. Title Ins. Co., 2015 WY 150, 362 P.3d 341, 2015 Wyo. LEXIS 167 (Wyo. 2015).

§ 17-14-303. Cancellation of certificate.

1. A certificate of limited partnership shall be cancelled upon the dissolution and the commencement of winding up of the partnership or at any other time there are no limited partners. A certificate of cancellation shall be filed in the office of the secretary of state and set forth:
   1. The name of the limited partnership;
   2. The date of filing of its certificate of limited partnership;
   3. The reason for filing the certificate of cancellation;
   4. The effective date (which shall be a date certain) of cancellation if it is not to be effective upon the filing of the certificate; and
   5. Any other information the general partners filing the certificate determine.

History. Laws 1979, ch. 153, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-304. Execution of certificates.

1. Each certificate required by this article to be filed in the office of the secretary of state shall be executed in the following manner:
   1. An original certificate of limited partnership shall be signed by all general partners;
   2. A certificate of amendment shall be signed by at least one (1) general partner and by each other general partner designated in the certificate as a new general partner; and
   3. A certificate of cancellation shall be signed by all general partners.
2. Any person may sign a certificate by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
3. The execution of a certificate by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Cross references. —

As to perjury in judicial, legislative or administrative proceedings, see § 6-5-301 .

§ 17-14-305. Execution by judicial act.

If a person required by W.S. 17-14-304 to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal, may petition the district court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated has failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

§ 17-14-306. Filing in office of secretary of state.

1. Two (2) signed copies of the certificate of limited partnership and of any certificates of amendment or cancellation (or of any judicial decree of amendment or cancellation) shall be delivered to the secretary of state. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of his authority as a prerequisite to filing. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required by law he shall:
   1. Endorse on each duplicate original the word “Filed” and the day, month and year of the filing thereof;
   2. File one (1) duplicate original in his office; and
   3. Return the other duplicate original to the person who filed it or his representative.
2. Upon the filing of a certificate of amendment (or judicial decree of amendment) in the office of the secretary of state, the certificate of limited partnership shall be amended as set forth therein, and upon the effective date of a certificate of cancellation (or a judicial decree thereof), the certificate of limited partnership is cancelled.
3. If the secretary of state refuses to file a certificate under subsection (a) of this section, the secretary of state shall return it to the person who delivered it or to the person’s representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for the refusal.

History. Laws 1979, ch. 153, § 1; 2021, ch. 21, § 2.

The 2021 amendment, effective July 1, 2021, added (c).

§ 17-14-307. Liability for false statement in certificate.

1. If any certificate of limited partnership or certificate of amendment or cancellation contains a false statement, one who suffers loss by reliance on the statement may recover damages for the loss from:
   1. Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, the statement to be false at the time the certificate was executed; and
   2. Any general partner who thereafter knows or should have known that any arrangement or other fact described in the certificate has changed, making the statement inaccurate in any respect within a sufficient time before the statement was relied upon reasonably to have enabled that general partner to cancel or amend the certificate, or to file a petition for its cancellation or amendment under W.S. 17-14-305 .

History. Laws 1979, ch. 153, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Am. Jur. 2d, ALR and C.J.S. references. —

Liability for false information in certificate of limited partnership under Uniform Limited Partnership Act, 34 ALR2d 1454.

§ 17-14-308. Scope of notice.

The fact that a certificate of limited partnership is on file in the office of the secretary of state is notice that the partnership is a limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Cited in

In re Westover Hills Ltd., 46 B.R. 300, 1985 Bankr. LEXIS 6828 (Bankr. D. Wyo. 1985).

§ 17-14-309. Delivery of certificates to limited partners.

Upon the return by the secretary of state pursuant to W.S. 17-14-306 of a certificate marked “Filed”, the general partners shall promptly deliver or mail a copy of the certificate of limited partnership and each certificate to each limited partner unless the partnership agreement provides otherwise.

History. Laws 1979, ch. 153, § 1.

§ 17-14-401. Admission of limited partners.

1. A person becomes a limited partner:
   1. At the time the limited partnership is formed; or
   2. At any later time specified in the records of the limited partnership for becoming a limited partner.
2. Repealed by Laws 1995, ch. 45, § 2.
3. After the limited partnership is formed, a person may be admitted as an additional limited partner:
   1. In the case of a person acquiring a partnership interest directly from the limited partnership, upon the compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; and
   2. In the case of an assignee of a partnership interest of a partner who has the power, as provided in W.S. 17-14-804 , to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, §§ 1, 2.

§ 17-14-402. Voting.

Subject to W.S. 17-14-403 , the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.

History. Laws 1979, ch. 153, § 1.

§ 17-14-403. Liability to third parties.

1. Except as provided in subsection (d) of this section, a limited partner is not liable for the obligations of a limited partnership unless he is also a general partner or, in addition to the exercise of his rights and powers as a limited partner, he participates in the control of the business. However, if the limited partner participates in the control of the business, he is liable only to persons who transact business with the limited partnership with actual knowledge of his participation in control.
2. A limited partner does not participate in the control of the business within the meaning of subsection (a) of this section solely by doing one (1) or more of the following:
   1. Being a contractor for or an agent or employee of the limited partnership or of a general partner or being an officer, director or shareholder of a general partner that is a corporation;
   2. Consulting with and advising a general partner with respect to the business of the limited partnership;
   3. Acting as surety for the limited partnership or guaranteeing or assuming one (1) or more specific obligations of the limited partnership;
   4. Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership;
   5. Requesting or attending a meeting of partners;
   6. Proposing, approving or disapproving, by voting or otherwise, one (1) or more of the following matters:
      1. The dissolution and winding up of the limited partnership;
      2. The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership;
      3. The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business;
      4. A change in the nature of the business;
      5. The admission or removal of a general partner;
      6. The admission or removal of a limited partner;
      7. A transaction involving an actual or potential conflict of interest between a general partner and the limited partners;
      8. An amendment to the partnership agreement or certificate of limited partnership; or
      9. Matters related to the business of the limited partnership not otherwise enumerated in this subsection which the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.
   7. Winding up the limited partnership pursuant to W.S. 17-14-903 ; or
   8. Exercising any right or power permitted to limited partners under this act and not specifically enumerated in this subsection.
3. The enumeration in subsection (b) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by him in the business of the limited partnership.
4. A limited partner who knowingly permits his name to be used in the name of the limited partnership, except under circumstances permitted by W.S. 17-14-203(a)(ii)(A), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Editor's notes. —

There is no subparagraph (b)(vi)(I) in this section as it appears in the printed acts.

Cited in

In re Westover Hills Ltd., 46 B.R. 300, 1985 Bankr. LEXIS 6828 (Bankr. D. Wyo. 1985).

Am. Jur. 2d, ALR and C.J.S. references. —

Liability of limited partner arising from taking part in control of business under Uniform Limited Partnership Act,79 ALR4th 427.

§ 17-14-404. Person erroneously believing himself limited partner.

1. Except as provided in subsection (b) of this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
   1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
   2. Withdraws from future equity participation in the enterprise.
2. A person who makes a contribution of the kind described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the enterprise:
   1. Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
   2. Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Limited-partner status not lost where certificate erroneously listing general partner status amended. —

Where, when parties realized that the certificate of limited partnership had erroneously listed them as a general, rather than as a limited, partner, they caused an appropriate certificate of amendment to be executed and filed, the parties did not lose their intended status as a limited partner. In re Westover Hills, Ltd., 46 B.R. 300, 1985 Bankr. LEXIS 6828 (Bankr. D. Wyo. 1985).

§ 17-14-405. Information.

1. Each limited partner has the right to:
   1. Inspect and copy any of the partnership records required to be maintained by W.S. 17-14-206 ; and
   2. Obtain from the general partners from time to time upon reasonable demand:
      1. True and full information regarding the state of the business and financial condition of the limited partnership;
      2. Promptly after becoming available, a copy of the limited partnership’s federal, state and local income tax returns for each year; and
      3. Other information regarding the affairs of the limited partnership as is just and reasonable.

History. Laws 1979, ch. 153, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-501. Admission of additional general partners.

After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Limited partnership: sufficiency of procedure for designating or admitting additional general partner, 6 ALR4th 1277.

§ 17-14-502. Events of withdrawal.

1. Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events:
   1. The general partner withdraws from the limited partnership as provided in W.S. 17-14-702 ;
   2. The general partner ceases to be a member of the limited partnership as provided in W.S. 17-14-802 ;
   3. The general partner is removed as a general partner in accordance with the partnership agreement;
   4. Unless otherwise provided in writing in the partnership agreement, the general partner:
      1. Makes an assignment for the benefit of creditors;
      2. Files a voluntary petition in bankruptcy;
      3. Is adjudicated as bankrupt or insolvent;
      4. Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation;
      5. Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding of this nature; or
      6. Seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties.
   5. Unless otherwise provided in writing in the partnership agreement, one hundred twenty (120) days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment without his consent or acquiescence of a trustee, receiver or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed or within ninety (90) days after the expiration of any such stay, the appointment is not vacated;
   6. In the case of a general partner who is a natural person:
      1. His death; or
      2. The entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate.
   7. In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);
   8. In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;
   9. In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or
   10. In the case of an estate, the distribution by the fiduciary of the estate’s entire interest in the partnership.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Demand futility.—

Limited partners could satisfy the demand rule by pleading futility because subsequent to the withdrawal of the sole general partner, the partnership agreement required the limited partnership to dissolve, wind up, and then terminate; after the general partner’s death, therefore, the limited partnership entered dissolution without a general partner, making the limited partners’ effort to cause the general partner to bring the action unlikely to succeed. Fritchel v. White, 2019 WY 117, 452 P.3d 601, 2019 Wyo. LEXIS 119 (Wyo. 2019).

Cited in

N. Fork Land & Cattle, LLLP v. First Am. Title Ins. Co., 2015 WY 150, 2015 Wyo. LEXIS 167 (Nov. 24, 2015).

§ 17-14-503. General powers and liabilities.

1. Except as provided in this act, in subsections (b) and (c) of this section or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions and liabilities of a partner in a partnership without limited partners.
2. A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a partner.
3. An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner of a limited liability limited partnership. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the election by all the partners to become a limited liability limited partnership. For purposes of this section, the obligation of a limited partnership under contract is deemed to arise at the time the limited partnership entered into the contract.

History. Laws 1979, ch. 153, § 1; 2007, ch. 38, § 1.

The 2007 amendment, effective July 1, 2007, designated the former provisions as (a) and added (b) and (c); and inserted “in subsections (b) and (c) of this section” in (a).

Meaning of “this act.” —

For the definition of “this act,” referred to in this section, see § 17-14-202(a)(xvi).

Limited partner's duties. —

Limited partners did not owe another limited partner a fiduciary duty because (1) the limited partnership agreement imposed no such duty, (2) the common law imposed no such duty, and (3) Wyoming statutory law imposed no such duty, as provisions of the Wyoming Uniform Partnership Act, Wyo. Stat. Ann. § 17-21-101 et seq., regarding fiduciary duties were not extended to limited partnerships. Wallop Canyon Ranch, LLC v. Goodwyn, 2015 WY 81, 351 P.3d 943, 2015 Wyo. LEXIS 92 (Wyo. 2015).

§ 17-14-504. Contributions by, and distributions to, general partner.

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in the distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

History. Laws 1979, ch. 153, § 1.

§ 17-14-505. Voting.

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners, on any matter.

History. Laws 1979, ch. 153, § 1.

§ 17-14-601. Form of contribution.

The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

History. Laws 1979, ch. 153, § 1.

§ 17-14-602. Liability for contribution.

1. A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in a writing signed by the limited partner.
2. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if he is unable to perform because of death, disability or any other reason. If a partner does not make the required contribution of property or services, he is obligated at the option of the limited partnership to contribute cash equal to that portion of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the stated contribution that has not been made.
3. Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this act may be compromised only by consent of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit, or otherwise acts in reliance on that obligation after the partner signs a writing which reflects the obligation, and before the amendment or cancellation thereof to reflect the compromise, may enforce the original obligation.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1; 1996, ch. 66, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in the first sentence in subsection (c), see § 17-14-202(a)(xvi).

§ 17-14-603. Sharing of profits and losses.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

§ 17-14-604. Sharing of distributions.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

§ 17-14-701. Interim distributions.

1. Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
   1. Amended into (a) by Laws 1995, ch. 45, § 1.
   2. Repealed by Laws 1995, ch. 45, § 2.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, §§ 1, 2.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-702. Withdrawal of general partner.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.

History. Laws 1979, ch. 153, § 1.

§ 17-14-703. Withdrawal of limited partner.

1. A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six (6) months prior written notice to each general partner at his address on the books of the limited partnership at its office in this state. The provisions of this subsection shall apply to limited partnerships formed under this act prior to July 1, 1999, unless the limited partnership properly adopts the provisions of subsection (b) of this section.
2. A limited partner may only withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. This subsection applies to limited partnerships formed under this act on or after July 1, 1999. A limited partnership formed under this act prior to July 1, 1999, may adopt the provisions of this subsection by filing a certificate of amendment with the secretary of state after July 1, 1999 that expressly refers to and adopts this subsection.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1; 1999, ch. 145, § 1.

§ 17-14-704. Distribution upon withdrawal.

Except as provided in this article, upon withdrawal any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, he is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

History. Laws 1979, ch. 153, § 1.

§ 17-14-705. Distribution in kind.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds a percentage of that asset which is equal to the percentage in which he shares in distributions from the limited partnership.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

§ 17-14-706. Right to distribution.

At the time a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

History. Laws 1979, ch. 153, § 1.

§ 17-14-707. Limitations on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.

History. Laws 1979, ch. 153, § 1.

§ 17-14-708. Liability upon return of contribution.

1. If a partner has received the return of any part of his contribution without violation of the partnership agreement or this act, he is liable to the limited partnership for a period of one (1) year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
2. If a partner has received the return of any part of his contribution in violation of the partnership agreement or this act, he is liable to the limited partnership for a period of six (6) years thereafter for the amount of the contribution wrongfully returned.
3. A partner receives a return of his contribution to the extent that a distribution to him reduces his share of the fair value of the net assets of the limited partnership below the value (as set forth in the partnership records required to be kept pursuant to W.S. 17-14-206 ) of his contribution which has not been distributed to him.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in subsections (a) and (b), see § 17-14-202(a)(xvi).

§ 17-14-801. Nature of partnership interest.

A partnership interest is personal property.

History. Laws 1979, ch. 153, § 1.

§ 17-14-802. Assignment of partnership interest.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all his partnership interest.

History. Laws 1979, ch. 153, § 1.

§ 17-14-803. Rights of creditor.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This act does not deprive any partner of the benefit of any exemption laws applicable to his partnership interest.

History. Laws 1979, ch. 153, § 1.

Meaning of “this act.” —

For the definition of “[t]his act,” referred to in the last sentence, see § 17-14-202(a)(xvi).

§ 17-14-804. Right of assignee to become limited partner.

1. An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
   1. The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
   2. All other partners consent.
2. An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this act. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in articles 6 and 7. However, the assignee is not obligated for liabilities unknown to the assignee at the time he became a limited partner.
3. If an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under W.S. 17-14-307 and 17-14-602 .

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1.

Meaning of “this act.” —

For the definition of “this act,” referred to in the first sentence in subsection (b), see § 17-14-202(a)(xvi).

§ 17-14-805. Deceased or incompetent partner; dissolved or terminated partner.

If a partner who is an individual dies or a court of competent jurisdiction adjudges him to be incompetent to manage his person or his property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all the partner’s rights for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

History. Laws 1979, ch. 153, § 1.

§ 17-14-901. Nonjudicial dissolution.

1. A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
   1. At the time specified in the certificate of limited partnership;
   2. Upon the happening of events specified in writing in the partnership agreement;
   3. Written consent of all partners;
   4. Repealed by Laws 1999, ch. 145, § 2.
   5. Entry of a decree of judicial dissolution under W.S. 17-14-902 ;
   6. A vote to dissolve by all of the limited partners, or a number or percentage of limited partners specified in the partnership agreement, within ninety (90) days after an event of withdrawal of the last remaining general partner; or
   7. The failure of the limited partners to admit or appoint another general partner within ninety (90) days after an event of withdrawal of the last remaining general partner.

History. Laws 1979, ch. 153, § 1; 1995, ch. 45, § 1; 1999, ch. 145, §§ 1, 2.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-902. Judicial dissolution.

On application by or for a partner the district court may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

History. Laws 1979, ch. 153, § 1.

§ 17-14-903. Winding up.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners, may wind up the limited partnership’s affairs; but the district court may wind up the limited partnership’s affairs upon application of any partner, his legal representative, or assignee.

History. Laws 1979, ch. 153, § 1.

Derivative action.—

District court properly dismissed limited partners’ action against deceased general partner’s estate because the complaint failed to state any facts entitling them to relief in a direct action since they sought relief for an injury to the limited partnership, not an injury individual to them; adherence to the derivative action requirement was especially appropriate under the circumstances where the proposed direct suit, if successful, would deprive at least six limited partners of recovery. Fritchel v. White, 2019 WY 117, 452 P.3d 601, 2019 Wyo. LEXIS 119 (Wyo. 2019).

§ 17-14-904. Distribution of assets.

1. Upon the winding up of a limited partnership, the assets shall be distributed as follows:
   1. To creditors, including partners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under W.S. 17-14-701 or 17-14-704 ;
   2. Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under W.S. 17-14-701 or 17-14-704 ; and
   3. Except as provided in the partnership agreement, to partners first for the return of their contributions and secondly respecting their partnership interests, in the proportions in which the partners share in distributions.

History. Laws 1979, ch. 153, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-905. Reinstatement following administrative dissolution.

1. A Wyoming limited partnership administratively dissolved for failure to pay fees as provided in W.S. 17-14-209(c) may apply to the secretary of state for reinstatement within two (2) years after the effective date of dissolution. The application shall recite the name of the domestic limited partnership and the effective date of its administrative dissolution.
2. A domestic limited partnership applying for reinstatement pursuant to subsection (a) of this section shall include payment of fees and taxes then delinquent and a reinstatement certificate fee prescribed by the secretary of state by rule.
3. If the secretary of state determines that the application contains the information required by subsection (a) of this section, that the information is correct and the application contains the fees and taxes required by subsection (b) of this section, he shall cancel the certificate of dissolution and prepare a certificate of reinstatement that recites his determination and the effective date of reinstatement, file the original of the certificate and return a copy to the domestic limited partnership.
4. When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative dissolution pursuant to W.S. 17-14-209(c) and the limited partnership resumes carrying on its business as if the administrative dissolution had never occurred.
5. The domestic limited partnership shall retain its registered name during the two (2) year reinstatement period.

History. Laws 2007, ch. 18, § 1; 2010, ch. 60, § 1.

The 2010 amendment, effective July 1, 2010, in (b), deleted “a sum equal to double the amount of” following “include payment of.”

Effective dates

Laws 2007, ch. 18, § 1, makes the act effective July 1, 2007.

Editor's notes. —

Laws 2010, ch. 60, § 2, effective July 1, 2010, provides: “(a) Notwithstanding section 1 of this act, if 2010 Senate File 18 is enacted into law, the amendment of W.S. 17-15-112(b) in section 1 of this act shall not be effective.

“(b) This section shall not be effective if 2010 Senate File 18 is not enacted into law.”

§ 17-14-1001. Law governing.

1. Subject to the constitution of this state:
   1. The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners, unless the partnership has been issued a certificate of continuance pursuant to this article; and
   2. A foreign limited partnership shall not be denied registration by reason of any difference between the laws of the state under which it was organized and the laws of this state.

History. Laws 1979, ch. 153, § 1; 2003, ch. 134, § 2.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-1002. Registration.

1. Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for registration as a foreign limited partnership, signed by a general partner and setting forth:
   1. The name of the foreign limited partnership and, if different, the name under which it proposes to register and transact business in this state;
   2. The state and date of its formation;
   3. Repealed by Laws 1995, ch. 45, § 2.
   4. The name and address of any agent for service of process on the foreign limited partnership whom the foreign limited partnership elects to appoint; the agent shall be an individual resident of this state, a domestic corporation or a foreign corporation having a place of business in, and authorized to do business in, this state;
   5. Repealed by Laws 2012, ch. 10, § 2.
   6. The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
   7. Repealed by Laws 1995, ch. 45, § 2.
   8. The name and business address of each general partner;
   9. Whether the foreign limited partnership is a foreign limited liability limited partnership; and
   10. The address of the office at which is kept a list of the names and addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the foreign limited partnership’s registration in this state is cancelled or withdrawn.
2. The foreign limited partnership shall deliver with the completed application a certificate of existence, duly authenticated by the secretary of state or other official having custody of limited partnership records in the state or country under whose laws it is formed, which verifies the active existence of the foreign limited partnership.

History. Laws 1979, ch. 153, § 1; 1985, ch. 91, § 1; 1995, ch. 45, §§ 1, 2; 2007, ch. 38, § 1; 2008, ch. 116, § 1; 2012, ch. 10, § 2.

The 2007 amendment, effective July 1, 2007, inserted present (a)(ix) and made a related change.

The 2008 amendment, made a stylistic change.

Laws 2008, ch. 116, § 5, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 13, 2008.

The 2012 amendment, repealed former (a)(v) pertaining to secretary of state authority to be appointed agent for service of process for foreign limited partnerships.

Laws 2012, ch. 10 § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 6, 2012.

§ 17-14-1003. Issuance of registration.

1. If the secretary of state finds that an application for registration conforms to law and all requisite fees have been paid, he shall:
   1. Endorse on the application the word “Filed”, and the month, day and year of the filing thereof;
   2. File in his office a duplicate original of the application; and
   3. Issue a certificate of registration to transact business in this state.
2. The certificate of registration, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.

History. Laws 1979, ch. 153, § 1.

§ 17-14-1004. Name.

A foreign limited partnership may register with the secretary of state under any name (whether or not it is the name under which it is registered in its state of organization) that includes without abbreviation the words “limited partnership” and that could be registered by a domestic limited partnership.

History. Laws 1979, ch. 153, § 1.

§ 17-14-1005. Changes and amendments.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly file in the office of the secretary of state a certificate, signed and sworn to by a general partner, correcting such statement.

History. Laws 1979, ch. 153, § 1.

§ 17-14-1006. Cancellation of registration.

1. A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation signed and sworn to by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.
2. The registration to transact business of a foreign limited liability partnership is subject to the same revocation and reinstatement provisions as applicable to foreign corporations authorized to transact business in this state pursuant to W.S. 17-16-1530 through 17-16-1536 .

History. Laws 1979, ch. 153, § 1; 2015, ch. 156, § 2.

The 2015 amendment, effective January 1, 2016, added the (a) designation; and added (b).

§ 17-14-1007. Transaction of business without registration.

1. A foreign limited partnership transacting business in this state may not maintain any action, suit or proceeding in any court of this state until it has registered in this state.
2. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit or proceeding in any court of this state.
3. A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
4. A foreign limited partnership, by transacting business in this state without registration, appoints the secretary of state as its agent for service of process with respect to causes of actions arising out of the transaction of business in this state.
5. Any foreign limited partnership transacting business in this state without registering is subject to the penalties provided by W.S. 17-16-1502(d).

History. Laws 1979, ch. 153, § 1; 2000, ch. 35, § 1.

§ 17-14-1008. Action by secretary of state.

The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.

History. Laws 1979, ch. 153, § 1.

§ 17-14-1009. Applicability of other provisions.

1. In any case not provided for in this act, the provisions of the Uniform Partnership Act [§§ 17-21-101 through 17-21-1105 ] apply.
2. In cases concerning service of process on the secretary of state as agent for a foreign limited partnership, provisions of the Wyoming Business Corporations Act [§ 17-16-101 et seq.] concerning service of process, the manner of service and fees charged apply.

History. Laws 1979, ch. 153, § 1; 1985, ch. 91, § 1.

Meaning of “this act.” —

For definition of “this act,” as used in subsection (a), see § 17-14-202(a)(xvi).

§ 17-14-1010. Continuance of a foreign limited partnership.

Any foreign limited partnership, except partnerships acting as an insurer as defined in W.S. 26-1-102(a)(xvi) or acting as a financial institution as defined in W.S. 13-1-101(a)(ix), may apply to the secretary of state for a certificate of continuance to permit the foreign limited partnership to continue in Wyoming as if the partnership had been formed under the laws of this state.

History. Laws 2003, ch. 134, § 1.

§ 17-14-1011. Application for certificate of continuance; requirements.

1. To continue in this state, a foreign limited partnership shall submit to the secretary of state, in duplicate, an application for a certificate of continuance setting forth:
   1. Written confirmation from the state in which the partnership was formed that the partnership’s domicile in that state is terminated or will be terminated upon continuance in this state;
   2. A certified copy of the limited partnership’s original certificate of limited partnership, or equivalent authorization, including any amendments;
   3. The name of the limited partnership;
   4. The duration of the limited partnership from date of formation to present;
   5. The address of the office and the name and address of the agent for service of process required to be maintained by W.S. 17-14-205 ;
   6. The name and business address of each general partner;
   7. A statement that the limited partnership will abide by the constitution and laws of this state;
   8. The latest date upon which the limited partnership is to dissolve;
   9. Any other matters the partners determine to include in the application;
   10. Any additional information necessary to enable the secretary of state to determine whether the foreign limited partnership is entitled to a certificate of continuance.
2. The application may vary from the original certificate that formed the foreign limited partnership provided that the change would be permissible as an amendment for a limited partnership organized in this state.

History. Laws 2003, ch. 134, § 1.

§ 17-14-1012. Execution of application.

1. The application for a certificate of continuance filed in the office of the secretary of state shall be signed by all general partners.
2. Any person may sign an application by an attorney-in-fact, but a power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
3. The execution of an application by a general partner constitutes an affirmation under the penalties of perjury that the facts stated therein are true.

History. Laws 2003, ch. 134, § 1.

§ 17-14-1013. Issuance of certificate of continuance.

1. If the secretary of state finds that an application for continuance substantially conforms to law and all requisite fees have been paid, he shall:
   1. Endorse on each duplicate original application the word “filed,” and the month, day and year of the filing;
   2. File one (1) duplicate original in his office;
   3. Issue a certificate of continuance to continue in this state;
   4. Notify the secretary of state or appropriate official in the state of terminated domicile that a certificate of continuance has been issued in this state.
2. The certificate of continuance, together with a duplicate original of the application, shall be returned to the person who filed the application or his representative.
3. The certificate of continuance may incorporate by reference the original certificate of limited partnership. The original certificate is deemed amended to the extent necessary to conform to the laws of Wyoming and the provisions of the certificate of continuance.

History. Laws 2003, ch. 134, § 1.

§ 17-14-1014. Effect of certification.

1. Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be deemed to be a certificate of limited partnership and the limited partnership shall be subject to the provisions of this act as though formed under the laws of this state.
2. Except for the purpose of W.S. 16-6-101 through 16-6-121 , the existence of any limited partnership issued a certificate of continuance shall be deemed to have commenced on the date the limited partnership was originally formed under the laws of another state.
3. The laws of Wyoming shall apply to a limited partnership continuing under this act from the date a certificate of continuance is issued by the secretary of state.
4. The continuance shall not affect the ownership of partnership property, liability for any existing obligation, cause of action, claim, pending or threatened prosecution, civil or administrative action, conviction, ruling, order or judgment. The continuance does not deprive a partner of any right or privilege, nor relieve a partner of any liability.

History. Laws 2003, ch. 134, § 1.

Meaning of “this act.” —

For definition of “this act,” as used in subsection (a), see § 17-14-202(a)(xvi).

§ 17-14-1101. Right of action.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

History. Laws 1979, ch. 153, § 1.

Demand futility.—

Limited partners could satisfy the demand rule by pleading futility because subsequent to the withdrawal of the sole general partner, the partnership agreement required the limited partnership to dissolve, wind up, and then terminate; after the general partner’s death, therefore, the limited partnership entered dissolution without a general partner, making the limited partners’ effort to cause the general partner to bring the action unlikely to succeed. Fritchel v. White, 2019 WY 117, 452 P.3d 601, 2019 Wyo. LEXIS 119 (Wyo. 2019).

Am. Jur. 2d, ALR and C.J.S. references. —

Right of limited partner to maintain derivative action on behalf of partnership, 26 ALR4th 264.

§ 17-14-1102. Proper plaintiff.

1. In a derivative action, the plaintiff shall be a partner at the time of bringing the action and:
   1. At the time of the transaction of which he complains; or
   2. His status as a partner had devolved upon him by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

History. Laws 1979, ch. 153, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-14-1103. Pleading.

In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

History. Laws 1979, ch. 153, § 1.

§ 17-14-1104. Expenses.

If a derivative action is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney’s fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

History. Laws 1979, ch. 153, § 1.

Attorney's fees. —

It was not error to award a limited partner attorney's fees because the partner succeeded, in part, on a derivative claim brought on the partnership's behalf. Wallop Canyon Ranch, LLC v. Goodwyn, 2015 WY 81, 351 P.3d 943, 2015 Wyo. LEXIS 92 (Wyo. 2015).

§ 17-15-101. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-294, related to limited liability companies.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

Cross references. —

As to applicability of the Wyoming Limited Liability Company Act to the Wyoming Close Limited Liability Company Supplement, see § 17-25-102 .

As to conversion of a limited liability company to a close limited liability company, see § 17-25-103 .

Law reviews. —

For case note, “Corporations—Managers and Members of Limited Liability Companies Will Be Held to Corporate Agency and Personal Liability Principles.Water, Waste, & Land, Inc. v. Lanham, 955 P.2d 997, 1998 Colo. LEXIS 238 (Colo.1998),” see XXXIV Land & Water L. Rev. 463 (1999).

Am. Jur. 2d, ALR and C.J.S. references. —

Construction and application of limited liability company acts, 79 ALR5th 689.

§ 17-15-102. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, 17-295; 1993, ch. 196, § 1; 1995, ch. 79, § 2; 2008, ch. 90, § 2; 2009, ch. 55, § 1, ch. 169 § 1, related to definitions.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-103. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-296; 1993, ch. 196, § 1; 1997, ch. 124, § 1, related to purpose.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-104. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-297; Laws 1993, ch. 196, § 1, related to powers.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-105. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-298; Laws 1983, ch. 73, § 1; 1993, ch. 196, §§ 1, 5; 1996, ch. 80, § 2; 1997, ch. 156, § 1; 2009, ch. 55, § 1, related to name.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-106. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-229; Laws 1993, ch. 196, § 1, related to formation.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-107. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-300; Laws 1993, ch. 196, § 1; 1995, ch. 79, § 2, related to articles of organization.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-108. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-301; Laws 1993, ch. 196, § 1, related to filing of articles of organization.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-109. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-302, related to effect of issuance of certificate of organization.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-110. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-303; 2008, ch. 90, § 2, related to registered office and registered agent to be maintained.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-111. [Repealed.]

Repealed by Laws 2008, ch. 90, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1, related to changes of registered office or registered agent.

§ 17-15-112. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-305; Laws 1999, ch. 67, § 1; ch. 196, § 1; 2008, ch. 90, § 2; ch. 91, § 2; 2009, ch. 55, § 1; 2010, ch. 60, § 1, related to administrative forfeiture of authority and certificate of organization.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-113. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-306, related to liability of members and managers.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-114. [Repealed.]

Repealed by Laws 2008, ch. 90, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1, related to service of process.

§ 17-15-115. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-308; Laws 1993, ch. 196, § 1, related to Contributions to capital.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-116. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-309; Laws 1993, ch. 196, § 1, related to management.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-117. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-310, related to contracting debts.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-118. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-311, related to property.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-119. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-312; Laws 1993, ch. 196, § 1, related to division of profits, and impairment of capital.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

To determine the rights and obligations of the members of LLC with regards to a member who dissociated from LLC, court examined the agreements entered into by members as the members were free to contract any provision they desired, so long as the provision did not conflict with the limited requirements of the Wyoming Limited Liability Company Acts; agreements include (1) articles of organization, (2) operating agreement, and (3) any other contract that sets forth the mutual obligationsLieberman v. Lieberman v. Wyoming.com LLC, 2004 WY 1, 82 P.3d 274, 2004 Wyo. LEXIS 1 (Wyo. 2004).

Where withdrawing member did not voluntarily forfeit his equity interest in a limited liability company (LLC), and where member failed to contractually provide for mandatory liquidation or a buyout, the member and the LLC were left in status quo—the other members or LLC were not required to buy out the member; it was the duty of a court to construe contracts made between parties, not to make a contract for them. Lieberman v. Wyoming.com LLC, 2004 WY 1, 82 P.3d 274, 2004 Wyo. LEXIS 1 (Wyo. 2004).

Given the absence of any contractual provision to the contrary, where withdrawing member of LLC did not voluntarily forfeit his equity interest there was no reason to treat the withdrawing member any differently from someone who bought into the LLC without becoming a member. Thus, the member was not a member of the LLC, but he maintained his equity interest and all rights and obligations attendant thereto. Lieberman v. Wyoming.com LLC, 2004 WY 1, 82 P.3d 274, 2004 Wyo. LEXIS 1 (Wyo. 2004).

Highest court did not require withdrawn LLC member's equity interest to be bought by LLC or members, as they did not contract for buyout and statute did not require it, and remanded for trial court to define his retained LLC equity rights. Lieberman v. Wyoming.com LLC, 2004 WY 1, 82 P.3d 274, 2004 Wyo. LEXIS 1 (Wyo. 2004).

The member could only be divested of the member's ownership interest if the members of the LLC contracted for such divestment. Lieberman v. Wyoming.com LLC, 2004 WY 1, 82 P.3d 274, 2004 Wyo. LEXIS 1 (Wyo. 2004).

§ 17-15-120. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-313; Laws 1993, ch. 196, § 1, related to withdrawal or reduction of members' contributions to capital.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-121. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-314; Laws 1993, ch. 196, § 1, related to liability of member to company.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-122. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-315, related to interest in company, and transferability of interest.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-123. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-316, related to dissolution.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-124. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-317; Laws 1993, ch. 196, § 1, related to filing of statement of intent to dissolve.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-125. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-318, related to effect of filing of dissolving statement.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-126. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-319, related to distribution of assets upon dissolution.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-127. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-320; Laws 1993, ch. 196, § 1, related to articles of dissolution.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-128. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-321; Laws 1993, ch. 196, § 1, related to filing of articles of dissolution.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-129. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-322; Laws 1993, ch. 196, § 1, related to cancellation of certificate of organization, and amendment of articles of organization.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-130. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-323, related to parties to actions.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-131. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-324, related to waiver of notice.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-132. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-325; Laws 1981, ch. 47, § 1; 1989, ch. 249, § 2; 1993, ch. 146, § 2; ch. 196, § 1, 5; 1999, ch. 67, § 1; 2000, ch. 35, § 1, related to fees, and annual tax.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-133. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-326, related to unauthorized assumption of powers.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-134. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-327; Laws 1981, ch. 47, § 1; 1993, ch. 196, § 1, related to charge for service of process.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-135. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1; W.S. 1957, § 17-328, related to applicability of provisions to foreign and interstate commerce.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-136. [Repealed.]

Repealed by Laws 1993, ch. 196, § 5.

Editor's notes. —

This section, which derived from Laws 1977, ch. 158, § 1, related to conflicting laws and existing rights and liabilities.

§ 17-15-137. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to secretary of state powers.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-138. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to correcting filed document.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-139. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to merger.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-140. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to approval of merger by domestic limited liability company.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-141. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to articles of merger.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-142. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2, related to effect of merger.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-143. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1993, ch. 196, § 2; 1997, ch. 124, § 1; 2000, ch. 35, § 2; ch. 48, § 2; 2002 Sp. Sess., ch. 45, § 1, related to continuance.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-144. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 1995, ch. 79, § 1; 1997, ch. 156, § 1, related to flexible limited liability company.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

Cross references. —

As to applicability of flexible limited liability company provisions to a close limited liability company, see § 17-25-109 .

§ 17-15-145. [Repealed.]

Repealed by Laws 2010, ch. 69, § 3.

Editor's notes. —

This section, which derived from Laws 2002, Sp. Sess., ch. 42, § 1, related to rights of creditor.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-146. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 2003, ch. 119, § 1, related to conversion of limited liability company to corporation.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-15-147. [Repealed.]

Repealed by Laws 2010, ch. 94, § 3.

Editor's notes. —

This section, which derived from Laws 2003, ch. 119, § 1, related to effect of conversion.

Laws 2010, ch. 94, § 5, makes the act effective July 1, 2010.

§ 17-16-101. Short title.

This act shall be known and may be cited as the “Wyoming Business Corporation Act.”

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

For the definition of “[t]his act,” as used in this section, see § 17-16-140(a)(xlvi).

Former Wyoming Business Corporation Act was based on True v. Hi-Plains Elevator Mach., Inc., 577 P.2d 991, 1978 Wyo. LEXIS 281 (Wyo. 1978).

Cited in

Porter Muirhead Cornia & Howard v. State ex rel. Wyo. Bd. of CPAs, 844 P.2d 479, 1992 Wyo. LEXIS 196 (Wyo. 1992).

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

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

1. The legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.
2. The Financial Technology Sandbox Act shall apply to this act.

History. Laws 1989, ch. 249, § 1; 2019, ch. 61, § 3.

Cross references. —

As to constitutional control over corporations, see art. 1, § 30, and art. 10, §§ 1 through 10, Wyo. Const.

The 2019 amendment, effective January 1, 2020, designated former undesignated paragraph as present (a); and added (b).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Fundamental change cannot be made over stockholder's dissent. —

Legislative power to change corporation laws does not permit change in charter or articles of incorporation over stockholder's dissent if change is fundamental or unreasonable, but if not, then law authorizing it and stockholders' or officers' action pursuant thereto does not violate dissenter's constitutional rights. Drew v. Beckwith, Quinn & Co., 57 Wyo. 140, 114 P.2d 98, 1941 Wyo. LEXIS 25 (Wyo.), reh'g denied, 57 Wyo. 140, 115 P.2d 651, 1941 Wyo. LEXIS 26 (Wyo. 1941).

But corporate life may be extended. —

Extension of corporate life does not impair obligation of contract, since such extension is not a fundamental or unreasonable change in the charter, but is a change which is permitted under the reserved power of alteration or amendment. Drew v. Beckwith, Quinn & Co., 57 Wyo. 140, 114 P.2d 98, 1941 Wyo. LEXIS 25 (Wyo.), reh'g denied, 57 Wyo. 140, 115 P.2d 651, 1941 Wyo. LEXIS 26 (Wyo. 1941).

§ 17-16-120. Requirements for documents.

1. A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.
2. This act shall require or permit filing the document in the office of the secretary of state.
3. The document shall contain the information required by this act. It may contain other information as well.
4. The document shall be typewritten or printed or, if electronically transmitted, it shall be in a format that can be retrieved or reproduced in typewritten or printed form.
5. The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state.
6. The document shall be executed:
   1. By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;
   2. If directors have not been selected or the corporation has not been formed, by an incorporator; or
   3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
7. The person executing the document shall sign it and shall state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:
   1. The corporate seal;
   2. An attestation by the secretary or an assistant secretary;
   3. An acknowledgment, verification or proof.
8. If the secretary of state has prescribed a mandatory form for the document under W.S. 17-16-121 , the document shall be in or on the prescribed form.
   1. The document shall be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one (1) exact copy to be delivered with the document, except as provided in W.S. 17-28-103 .
9. When any document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, penalty or past due fees, taxes or penalties required to be paid by this act or other law shall be paid or provision for payment made in a manner provided by the secretary of state.
10. Reserved.

History. Laws 1989, ch. 249, § 1; 2008, ch. 90, § 2; 2009, ch. 115, §§ 2, 3; 2014, ch. 81, § 1.

The 2008 amendment, effective January 1, 2009, substituted “17-28-103” for “17-16-503 and 17-16-1509” in (j)(i).

The 2009 amendment, effective July 1, 2009, added “or, if electronically transmitted, it shall be in a format that can be retrieved or reproduced in typewritten or printed form” in (d); deleted “manually” after “shall sign it” in the introductory language of (g); rewrote (j) to update delivery format; and added (k).

The 2014 amendment, in (j), substituted “any document” for “the document” and “fee, penalty or past due fees, taxes or penalties required to be paid by” for fee or penalty required to be paid therewith by.”

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-121. Forms.

1. If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for:
   1. An application for a certificate of existence;
   2. A foreign corporation’s application for a certificate of authority to transact business in this state;
   3. A foreign corporation’s application for a certificate of withdrawal;
   4. The annual report;
   5. A foreign corporation’s application for a certificate of continuance;
   6. An application for a certificate of transfer;
   7. A foreign corporation’s application for certificate of domestication; and
   8. A consent of registered agent to appointment.
2. The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this act but their use is not mandatory.

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

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

The secretary of state shall set and collect filing, service and copying fees to recover his costs to administer this act. Fees shall not exceed the costs of providing these services.

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Editor's notes. —

The provisions in this section do not align directly with the Model Business Corporations Act as amended through December, 2007, or contain provisions not included in the Model Act.

Law reviews. —

For article, “The New Wyoming Business Corporation Act,” see XV Wyo. L.J. 185 (1961).

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

1. Except as provided in subsection (b) of this section and W.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 is effective:
   1. As of the time received for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or
   2. At the time specified in the document as its effective time on the date it is filed.
2. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth (90th) day after the date it is filed.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, inserted “pursuant to W.S. 17-16-120 ” in the introductory language of (a); and made stylistic changes.

§ 17-16-124. Correcting filed document.

1. A domestic or foreign corporation may correct a document filed with the secretary of state if the document:
   1. Contains an inaccuracy;
   2. Was defectively executed, attested, sealed, verified, or acknowledged; or
   3. The electronic transmission was defective.
2. A document is corrected:
   1. By preparing articles of correction that:
      1. Describe the document, including its filing date, or attach a copy of the document to the articles of correction;
      2. Specify the inaccuracy or defect to be corrected; and
      3. Correct the inaccuracy or defect.
   2. By delivering the articles of correction to the secretary of state for filing.
3. Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added (a)(iii); and made stylistic changes.

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

1. If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S. 17-16-120 , the secretary of state shall file the document.
2. The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his official title and the date and time of filing, on both the original and the document copy and on the receipt for the filing fee. The secretary of state may prescribe rules for filing of electronic transmissions. After filing a document, except as provided in W.S. 17-28-103 , the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee.
3. If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within fifteen (15) days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
4. The secretary of state’s duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
   1. Affect the validity or invalidity of the document in whole or part;
   2. Relate to the correctness or incorrectness of information contained in the document; or
   3. Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

History. Laws 1989, ch. 249, § 1; 2008, ch. 90, § 2; 2009, ch. 115, § 2; 2017, ch. 86, § 1.

The 2008 amendment, effective January 1, 2009, substituted “17-28-103” for “17-16-503 and 17-16-1510” in (b).

The 2009 amendment, effective July 1, 2009, added the second sentence in (b).

The 2017 amendment , effective July 1, 2017, in (c), substituted “fifteen (15) days” for “five (5) days.”

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

1. If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation’s principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state’s explanation of his refusal to file.
2. The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
3. The court’s final decision may be appealed as in other civil proceedings.

History. Laws 1989, ch. 249, § 1.

Cross references. —

For Wyoming Rules of Appellate Procedure, see the Wyoming Court Rules Annotated.

Law reviews. —

For article, “Administrative Law, Wyoming Style,” see XVIII Land & Water L. Rev. 223 (1983).

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

A certificate from the secretary of state delivered with a copy of a document filed by the secretary of state is conclusive evidence that the original document is on file with the secretary of state.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “from the secretary of state delivered with a copy of a document filed by the secretary of state” for “attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state.”

§ 17-16-128. Certificate of existence.

1. Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
2. A certificate of existence or authorization sets forth:
   1. The domestic corporation’s corporate name or the foreign corporation’s corporate name used in this state;
   2. That:
      1. The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
      2. The foreign corporation is authorized to transact business in this state.
   3. That all fees, taxes, and penalties owed to this state have been paid, if:
      1. Payment is reflected in the records of the secretary of state; and
      2. Nonpayment affects the existence or authorization of the domestic or foreign corporation.
   4. That its most recent annual report required by W.S. 17-16-1630 has been filed by the secretary of state;
   5. That articles of dissolution have not been filed; and
   6. Other facts of record in the office of the secretary of state that may be requested by the applicant.
3. Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.

History. Laws 1989, ch. 249, § 1.

§ 17-16-129. [Repealed]

Repealed by Laws 2008, ch. 91, § 3.

Editor's notes. —

This section, which derived from Laws 1989, ch. 249, § 1, related to the penalty for signing false documents.

§ 17-16-130. Powers.

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

History. Laws 1989, ch. 249, § 1; 1997, ch. 192, § 2.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-140. Definitions.

1. In this act:
   1. “Articles of incorporation” means the original articles of incorporation, all amendments thereof and any other documents permitted or required to be filed by a domestic business corporation with the secretary of state under any provision of this act. If an amendment of the articles or any other document filed under this act restates the articles in their entirety thenceforth the articles shall not include any prior documents;
   2. “Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue;
   3. “Conspicuous” means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;
   4. “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;
   5. “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery and electronic transmission;
   6. “Distribution” means a direct or indirect transfer of money or other property, except the corporation’s own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;
   7. “Domestic unincorporated entity” means an unincorporated entity whose internal affairs are governed by the laws of this state;
   8. “Effective date of notice” is defined in W.S. 17-16-141 ;
   9. “Electronic transmission” or “transmitted electronically” means any process of communication that does not directly involve the physical transfer of paper, including a process of communication that uses one (1) or more distributed or other electronic networks or databases, and that is suitable for the retention, retrieval and reproduction of information by the recipient;
   10. “Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonprofit corporation;
   11. “Eligible interests” means interests;
   12. “Employee” includes an officer but not a director. A director may accept duties that make him also an employee;
   13. “Entity” includes domestic corporation and foreign corporation, domestic nonprofit corporation and foreign nonprofit corporation, domestic and foreign profit and not-for-profit unincorporated association, business trust, statutory trust, estate, partnership, trust, or two (2) or more persons having a joint or common economic interest, and state, United States or foreign government;
   14. “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter, including but not limited to attorney and expert witness fees;
   15. “Foreign corporation” means a corporation for profit incorporated under a law other than the law of this state;
   16. “Governmental subdivision” includes authority, county, district, municipality, and any other political subdivision;
   17. “Includes” denotes a partial definition;
   18. “Individual” means a natural person and includes the estate of an incompetent or deceased individual;
   19. “Interest” means either or both of the following rights under the organic law of an unincorporated entity:
       1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
       2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.
   20. “Interest holder” means a person who holds of record an interest;
   21. “Means” denotes an exhaustive definition;
   22. “Net assets” means the amount by which the total assets of a corporation exceed the total debts of the corporation;
   23. “Notice” is defined in W.S. 17-16-141 ;
   24. “Organic document” means a public organic document or a private organic document;
   25. “Organic law” means the statute governing the internal affairs of a domestic or foreign business or nonprofit corporation or unincorporated entity;
   26. “Owner liability” means personal liability for a debt, obligation or liability of a domestic or foreign business or nonprofit corporation or unincorporated entity that is imposed on a person:
       1. Solely by reason of the person’s status as a shareholder or interest holder; or
       2. By the articles of incorporation, bylaws or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws or an organic document to make one (1) or more specified shareholders or interest holders liable in their capacity as shareholders or interest holders for all or specified debts, obligations or liabilities of the entity.
   27. “Person” includes an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private;
   28. “Principal office” means the office within or outside of this state, so designated in the annual report;
   29. “Private organic document” means any document other than the public organic document, if any, that determines the internal governance of an unincorporated entity. Where a private organic document has been amended or restated, the term means the private organic document as last amended or restated;
   30. “Proceeding” includes civil suit and criminal, administrative, and investigatory action;
   31. “Public corporation” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national securities association;
   32. “Public organic document” means the document, if any, that is filed of public record to create an unincorporated entity. Where a public organic document has been amended or restated, the term means the public organic document as last amended or restated;
   33. “Qualified director” is defined in W.S. 17-16-143 ;
   34. “Record date” means the date established under article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this act. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed;
   35. “Registered agent” means as provided in W.S. 17-28-101 through 17-28-111 ;
   36. “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17-16-840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;
   37. “Shareholder” means the person in whose name shares are registered in the records of a corporation, the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation or the owner of a private key that is uniquely associated with a data address that facilitates or records the sending and receiving of shares;
   38. “Shares” means the units into which the proprietary interests in a corporation are divided;
   39. “Sign”  or “signature” includes any manual, facsimile, conformed  or electronic signature or a network signature;
   40. “State,” when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States;
   41. “Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation;
   42. “Unincorporated entity” means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a domestic or foreign business or nonprofit corporation, an estate, a trust, a state, the United States or a foreign government. The term includes, but is not limited to, a general partnership, limited liability company, limited partnership, limited liability limited partnership, registered limited liability partnership, business trust, statutory trust, cooperative, joint stock association, joint venture and unincorporated nonprofit association;
   43. “United States” includes district, authority, bureau, commission, department, and any other agency of the United States;
   44. “Voting group” means all shares of one (1) or more classes or series that under the articles of incorporation or this act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this act to vote generally on the matter are for that purpose a single voting group;
   45. “Voting power” means the current power to vote in the election of directors;
   46. “Identity” means the name of a shareholder or the data address for which the shareholder has knowledge or possession of the private key uniquely associated with the data address;
   47. “Data address” means the string of alphanumeric characters on one (1) or more distributed or other electronic networks or databases that may only be accessed by knowledge or possession of a private key in order to facilitate or record transactions on the distributed or other electronic network or database;
   48. “Network signature” means a string of alphanumeric characters that, when broadcast by a person to the data address’s corresponding distributed or other electronic network or database, provides reasonable assurances to a recipient that the broadcasting person has knowledge or possession of the private key uniquely associated with the data address;
   49. “Record of shareholders” means one (1) or more records administered by or on behalf of a corporation that records the identity of all the corporation’s shareholders and the number and class of shares held by each shareholder in accordance with W.S. 17-16-1601 . “Record of shareholders” includes a record of all issuances and transfers of shares of a corporation at the discretion of the corporation;
   50. “This act” means W.S. 17-16-101 through 17-16-1810 .

History. Laws 1989, ch. 249, § 1; 1990, ch. 86, § 2; 1992, ch. 53, § 2; 1997, ch. 190, § 2; 2008, ch. 90, § 2; 2009, ch. 115, § 2; 2018, ch. 47, § 1; 2019, ch. 93, § 2.

The 2008 amendment, effective January 1, 2009, inserted (a)(xxix) and redesignated the following paragraph as (a)(xxx).

The 2009 amendment, effective July 1, 2009, in (a), rewrote (a)(i), (a)(v), and (a)(xiii) to expand or change the definitions of “articles of incorporation,” “deliver,” and “entity”, added (a)(vii), (a)(x), (a)(xi), (a)(xiv), (a)(xix), (a)(xx), (a)(xxiv) through (a)(xxvi), (a)(xxix), (a)(xxxi) through (a)(xxxiii), (a)(xxxix), (a)(xlii), (a)(xlv), and redesignated the remaining paragraphs accordingly, and added “means a natural person and” in (a)(xviii).

The 2018 amendment, in (a)(ix), inserted “including a process of communication that uses one (1) or more distributed or other electronic networks or databases, and”; in (a)(xxxvii), added “or the owner of a private key that is uniquely associated with a data address that facilitates or records the sending and receiving of shares” at the end; in (a)(xxxix), added “or a network signature” at the end; added (a)(xlvi) through (a)(xlix); redesignated former (a)(xlvi) as (a)(l); in (a)(l), substituted “17-16-1810” for “17-16-1820”; and made stylistic changes.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

The 2019 amendment, effective July 1, 2019, in (a)(xlviii), substituted “that, when broadcast by a person” for “that when broadcasted by a shareholder” and “recipient that the broadcasting person” for “corporation that the shareholder.”

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

The paragraphs in this section have been renumbered to more closely align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4. The two do not align completely as the numbering system of the Model Act is different from Wyoming Statutes under W.S. 8-1-105 , which is required by the 2009 law to be followed in the renumbering process.

Applied in

Franks v. Olson, 975 P.2d 588, 1999 Wyo. LEXIS 29 (Wyo. 1999).

§ 17-16-141. Notice.

1. Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice.
2. Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
3. Written notice  by a domestic or foreign corporation to its shareholder, if in a comprehensible  form, is effective:
   1. Upon deposit  in the United States mail, if mailed postpaid and correctly addressed  to the shareholder’s address shown in the corporation’s  current record of shareholders;
   2. When an electronic transmission has been made to a  data address provided by the shareholder; or
   3. When electronically  transmitted to the shareholder in a manner otherwise authorized by the shareholder.
4. Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
5. Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
   1. When received;
   2. Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or
   3. On the date shown on the return receipt, if sent by registered or certified mail, or comparable private carrier, return receipt requested, and the receipt is signed, either manually or in facsimile, by or on behalf of the addressee.
6. Oral notice is effective when communicated if communicated in a comprehensible manner.
7. If this act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2; 2018, ch. 47, § 1.

The 2009 amendment, effective July 1, 2009, added the second sentence in (a); deleted “when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders” at the end of the introductory language of (c); added (c)(i) and (c)(ii); and made a stylistic change.

The 2018 amendment added (c)(ii); redesignated former (c)(ii) as (c)(iii); in (c)(iii), inserted “otherwise” following “in a manner”; and made stylistic changes.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-142. Number of shareholders.

1. For purposes of this act, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one (1) shareholder:
   1. Three (3) or fewer coowners;
   2. A corporation,  partnership, trust, estate, or other entity;
   3. The trustees,  guardians, custodians, or other fiduciaries of a single trust, estate,  or account; or
   4. One (1) data address.
2. For purposes of this act, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.

History. Laws 1989, ch. 249, § 1; 2018, ch. 47, § 1.

The 2018 amendment added (a)(iv) and made a stylistic change.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-143. Qualified director.

1. A “qualified director” is a director who, at the time action is to be taken under:
   1. W.S. 17-16-744 , does not have:
      1. A material interest in the outcome of the proceeding; or
      2. A material relationship with a person who has such an interest.
   2. W.S. 17-16-853 or 17-16-855 :
      1. Is not a party to the proceeding;
      2. Is not a director as to whom a transaction is a director’s conflicting interest transaction or who sought a disclaimer of the corporation’s interest in a business opportunity under W.S. 17-16-870 , which transaction or disclaimer is challenged in the proceeding; and
      3. Does not have a material relationship with a director described in either subparagraph (A) or (B) of this paragraph.
   3. W.S. 17-16-862 , is not a director as to whom the transaction is a director’s conflicting interest transaction, or a director who has a material relationship with another director as to whom the transaction is a director’s conflicting interest transaction; or
   4. W.S. 17-16-870 , would be a qualified director under paragraph (iii) of this subsection if the business opportunity were a director’s conflicting interest transaction.
2. For purposes of this section:
   1. “Material interest” means an actual or potential benefit or detriment, other than one which would devolve on the corporation or the shareholders generally, that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken;
   2. “Material relationship” means a familial, financial, professional, employment or other relationship that would reasonably be expected to impair the objectivity of the director’s judgment when participating in the action to be taken.
3. The presence of one (1) or more of the following circumstances shall not automatically prevent a director from being a qualified director:
   1. Nomination or election of the director to the current board by any director who is not a qualified director with respect to the matter, or by any person that has a material relationship with that director, acting alone or participating with others;
   2. Service as a director of another corporation of which a director who is not a qualified director with respect to the matter, or any individual who has a material relationship with that director, is or was also a director; or
   3. 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 or as a director who approved the conduct being challenged.

History. Laws 2009, ch. 115, § 1.

Effective dates. —

Laws 2009, ch. 115, § 1, makes the act effective July 1, 2009.

§ 17-16-144. [Reserved.]

§ 17-16-201. Incorporators.

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

History. Laws 1989, ch. 249, § 1.

Law reviews. —

For article, “The New Wyoming Business Corporation Act,” see XV Wyo. L.J. 185 (1961).

Am. Jur. 2d, ALR and C.J.S. references. —

Corporation's measure of recovery against promoter who has made secret profit in sale of property to corporation, 84 ALR3d 162.

§ 17-16-202. Articles of incorporation.

1. The articles of incorporation shall set forth:
   1. A corporate name for the corporation that satisfies the requirements of W.S. 17-16-401 ;
   2. The number of shares the corporation is authorized to issue, which may be unlimited if so stated;
   3. The street address of the corporation’s initial registered office and the name of its initial registered agent at that office; and
   4. The name and address of each incorporator.
2. The articles of incorporation may set forth:
   1. The names and addresses of the individuals who are to serve as the initial directors;
   2. Provisions not inconsistent with law including:
      1. The purpose or purposes for which the corporation is organized;
      2. Managing the business and regulating the affairs of the corporation;
      3. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
      4. A par value for authorized shares or classes of shares;
      5. The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.
   3. Any provision that under this act is required or permitted to be set forth in the bylaws;
   4. A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
      1. The amount of financial benefit received by a director to which he is not entitled;
      2. An intentional infliction of harm on the corporation or shareholders;
      3. A violation of W.S. 17-16-833 ; or
      4. An intentional violation of criminal law; and
   5. A provision permitting or making obligatory indemnification of a director for liability (as defined in W.S. 17-16-850(a)(iii)) to any person for any action taken, or failure to take any action, as a director, except liability for:
      1. Receipt of a financial benefit to which he is not entitled;
      2. An intentional infliction of harm on the corporation or its shareholders;
      3. A violation of W.S. 17-16-833 ; or
      4. An intentional violation of criminal law.
3. The articles of incorporation need not set forth any of the corporate powers enumerated in this act.
4. Reserved.
5. The articles of incorporation shall be accompanied by a written consent to appointment signed by the registered agent.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2009, ch. 115, § 2; 2010, ch. 82, § 1.

The 2009 amendment, effective July 1, 2009, deleted “manually” after “consent to appointment” in (e).

The 2010 amendment, substituted “17-16-850(a)(iii)” for “17-16-850(a)(v)” in the introductory language of (b)(v).

Laws 2010, ch. 82, § 6, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 9, 2010.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Am. Jur. 2d, ALR and C.J.S. references. —

Validity of restriction on transfer of stock in articles of incorporation, 65 ALR 1181; 61 ALR2d 1318.

§ 17-16-203. Incorporation.

1. Unless a delayed effective date is specified, the corporate existence becomes effective when the articles of incorporation are filed.
2. The secretary of state’s filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

History. Laws 1989, ch. 249, § 1; 2010, ch. 82, § 1.

The 2010 amendment, substituted “becomes effective” for “begins” in (a).

Laws 2010, ch. 82, § 6, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 9, 2010.

§ 17-16-204. Liability for preincorporation transactions.

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

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Law reviews. —

For comment, “Wyoming Tort Reform and the Medical Malpractice Insurance Crisis: A Second Opinion,” see XXVIII Land & Water L. Rev. 593 (1993).

§ 17-16-205. Organization of corporation.

1. After incorporation:
   1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
   2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to:
      1. Elect directors and complete the organization of the corporation; or
      2. Elect a board of directors who shall complete the organization of the corporation.
2. Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed by each incorporator.
3. An organizational meeting may be held within or outside of this state.
4. Within sixty (60) days after filing articles of incorporation, a corporation shall provide information to its registered agent as required by W.S. 17-28-107 .

History. Laws 1989, ch. 249, § 1; 1997, ch. 192, § 2; 2008, ch. 90, § 2; 2009, ch. 115, § 2.

The 2008 amendment, effective January 1, 2009, in (d), deleted “which maintains a registered agent required to register by W.S. 17 16 505” following “corporation,” substituted “17-28-107” for “17-16-507,” and made a stylistic change.

The 2009 amendment, effective July 1, 2009, deleted “either manually or in facsimile” after “taken and signed” in (b).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-206. Bylaws.

1. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
2. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
3. If bylaws are not adopted:
   1. An annual meeting shall be held within three (3) months after the close of the corporation’s fiscal year;
   2. The required officers shall be the president, the secretary and the treasurer; and
   3. Bylaws may be adopted at any director or shareholder meeting.

History. Laws 1989, ch. 249, § 1.

Law reviews. —

For note, “Enforcement of an Invalid Bylaw as a Contract Among the Shareholders,” see XV Wyo. L.J. 207 (1961).

For comment, “The New Wyoming Statutory Close Corporation Supplement; Should Your Corporation Elect Statutory Close Corporation Status?,” see XXV Land & Water L. Rev. 589 (1990).

Am. Jur. 2d, ALR and C.J.S. references. —

Construction and application of provisions of bylaws providing for restricting sale or transfer of stock, 2 ALR2d 745.

Stockholders' right to inspect books and records of corporation as affected by bylaws, 15 ALR2d 11.

Conflict of laws as to validity and effect of corporate bylaws, 27 ALR2d 435.

Construction and effect of corporate articles, charter or bylaws limiting duration or maturity of indebtedness, 55 ALR2d 949.

Validity of bylaws restricting transfer of stock, 61 ALR2d 1318.

Construction and effect of corporate bylaws or articles relating to change in number of directors, 3 ALR3d 623.

§ 17-16-207. Emergency bylaws.

1. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
   1. Procedures for calling a meeting of the board of directors;
   2. Quorum requirements for the meeting; and
   3. Designation of additional or substitute directors.
2. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
3. Corporate action taken in good faith in accordance with the emergency bylaws:
   1. Binds the corporation; and
   2. May not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some extraordinary event.

History. Laws 1989, ch. 249, § 1.

§ 17-16-301. Purposes.

1. Every corporation incorporated under this act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
2. A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this act only if permitted by, and subject to all limitations of, the other statute.

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Law reviews. —

For article, “Corporate Expression in Wyoming Ballot Issues, Referenda and Initiatives: A Political and Legal Dilemma,” see XIV Land & Water L. Rev. 449 (1979).

§ 17-16-302. General powers.

1. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:
   1. Sue and be sued, complain and defend in its corporate name;
   2. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
   3. Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
   4. Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
   5. Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
   6. 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 other entity;
   7. Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
   8. Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
   9. Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
   10. Conduct its business, locate offices, and exercise the powers granted by this act within or without this state;
   11. Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
   12. Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
   13. Make donations for the public welfare or for charitable, scientific, or educational purposes;
   14. Transact any lawful business; and
   15. Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.

History. Laws 1989, ch. 249, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

For discussion as to when corporate veil may be pierced, see Amfac Mechanical Supply Co. v. Federer, 645 P.2d 73, 1982 Wyo. LEXIS 341 (Wyo. 1982).

Law reviews. —

For article, “The New Wyoming Business Corporation Act,” see XV Wyo. L.J. 185 (1961).

For article, “Corporate Expression in Wyoming Ballot Issues, Referenda and Initiatives: A Political and Legal Dilemma,” see XIV Land & Water L. Rev. 449 (1979).

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

Am. Jur. 2d, ALR and C.J.S. references. —

Power of a business corporation to donate to a charitable or similar institution, educational and religious institution, or medical institution, 39 ALR2d 1192.

Construction and effect of corporate articles, charter or bylaws limiting duration or maturity of indebtedness, 55 ALR2d 949.

Corporation's practice of architecture, 56 ALR2d 726.

Corporation's power to enter into partnership, joint venture or mining partnership, 60 ALR2d 917.

Right of corporation to indemnity for civil or criminal liability incurred by employee's violation of antitrust laws, 37 ALR3d 1355.

Criminal liability of corporation for extortion, false pretenses or similar offenses, 49 ALR3d 820.

Criminal liability of corporation for bribery or conspiracy to bribe public official, 52 ALR3d 1274.

Financial inability of corporation to take advantage of business opportunity as affecting determination whether “corporate opportunity” was presented, 16 ALR4th 185.

§ 17-16-303. Emergency powers.

1. In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
   1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
   2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
2. During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
   1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
   2. One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
3. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
   1. Binds the corporation; and
   2. May not be used to impose liability on a corporate director, officer, employee, or agent.
4. An emergency exists for the purposes of this section if a quorum of the corporation’s directors cannot readily be assembled because of some extraordinary event.

History. Laws 1989, ch. 249, § 1.

§ 17-16-304. Ultra vires.

1. Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
2. A corporation’s power to act may be challenged in a proceeding by:
   1. A shareholder against the corporation to enjoin the act;
   2. The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
   3. The attorney general under W.S. 17-16-1430 .
3. In a shareholder’s proceeding under paragraph (b)(i) of this section to enjoin an unauthorized corporate act the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.

History. Laws 1989, ch. 249, § 1.

Cross references. —

As to form and contents of share certificates, see § 17-16-625 .

As to failure to conform share certificates in bearer form as ultra vires act, see § 17-16-625(f).

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

§ 17-16-401. Corporate name.

1. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17-16-301 and its articles of incorporation.
2. Except as authorized by subsections (c) and (d) of this section, a corporate name shall not be the same as, or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from the name of any profit or nonprofit corporation, trade name, limited liability company, statutory trust company, statutory foundation, limited partnership or other business entity organized, continued or domesticated under the laws of this state or licensed or registered as a foreign profit or nonprofit corporation, foreign limited partnership, foreign joint stock company, foreign statutory trust company, foreign foundation, foreign limited liability company or other foreign business entity in this state or any fictitious or reserved name.
3. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state’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 name applied for if:
   1. The other person whose name is not distinguishable from the name which the applicant desires to register or reserve, irrevocably consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant; or
   2. The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for in this state.
4. A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:
   1. Has merged with the other corporation; or
   2. Has been formed by reorganization of the other corporation; or
   3. Has acquired all or substantially all of the assets, including the corporate name, of the other corporation; or
   4. Repealed by Laws 1996, ch. 80, § 3.
   5. Where the other corporation is affiliated with the proposed user corporation and has consented in writing to the use of the name by the proposed user corporation, and the written consent also sets forth a description of a proposed merger, consolidation, dissolution, amendment to articles of incorporation or other intended corporate action which establishes to the reasonable satisfaction of the secretary of state that the coexistence of two (2) corporations using the same name will not continue for more than one hundred twenty (120) days.
5. This act does not control the use of fictitious names.
6. A name is distinguishable from other names, on the records of the secretary of state, if it contains one (1) or more different letters or numerals, or if it has a different sequence of letters or numerals from the other names on the secretary of state’s records. Differences which are not distinguishable are:
   1. The words or abbreviations of the words “corporation,” “company,” “incorporated,” “limited partnership,” “L.P.,” “limited,” “ltd.,” “limited liability company,” “limited company,” “L.C.” or “L.L.C.”;
   2. The presence or absence of the words or symbols of the words “the,” “and” or “a”;
   3. Differences in punctuation and special characters;
   4. Differences in capitalization; or
   5. Differences between singular and plural forms of words.
7. The secretary of state has the power and authority reasonably necessary to interpret and efficiently administer this section and to perform the duties imposed by this section.

History. Laws 1989, ch. 249, § 1; 1996, ch. 80, §§ 2, 3; 2009, ch. 115, § 2; 2019, ch. 190, § 2.

The 2009 amendment, effective July 1, 2009, inserted “upon the secretary of state's records” in the introductory language of (c), and “upon the records of the secretary of state” in (c)(i); added (d)(v), and made stylistic changes.

The 2019 amendment, effective July 1, 2019, in (b), added “statutory foundation” following “statutory trust company,” and “foreign foundation” following “foreign statutory trust company.”

Editor's notes. —

The provisions in this section do not align directly with the Model Business Corporations Act as amended through December, 2007, or contain provisions not included in the Model Act.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Section has no application to a nonprofit corporation. American Legal Aid, Inc. v. Legal Aid Servs., Inc., 503 P.2d 1201, 1972 Wyo. LEXIS 289 (Wyo. 1972).

Confusion caused by trade name must be such as to warrant injunction. That is, potential customers must be confused or deceived into patronizing one corporation in the mistaken belief that they are dealing with another corporation. Wyoming Nat'l Bank v. Security Bank & Trust Co., 572 P.2d 1120, 1977 Wyo. LEXIS 305 (Wyo. 1977).

Burden of proving trade name confusing. —

Unless a trade name is confusing and deceptive on its face, those seeking such protection must take the burden of proving that they have given to their trade names a secondary meaning through years of usage and if in this case defendant was to be allowed to use its new name, the public would be confused by its similarity to the trade names of plaintiffs. Wyoming Nat'l Bank v. Security Bank & Trust Co., 572 P.2d 1120, 1977 Wyo. LEXIS 305 (Wyo. 1977).

Concepts with respect to trade names containing geographic and generic words. —

See Wyoming Nat'l Bank v. Security Bank & Trust Co., 572 P.2d 1120, 1977 Wyo. LEXIS 305 (Wyo. 1977).

Am. Jur. 2d, ALR and C.J.S. references. —

Right to protection of corporate name as between domestic corporation and foreign corporation not qualified to do business in state, 26 ALR3d 994.

Incorporation of company under particular name as creating exclusive right to such name, 68 ALR3d 1168.

Use of “family name” by corporation as unfair competition, 72 ALR3d 8.

§ 17-16-402. Reserved name.

1. A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall reserve the name for the applicant’s exclusive use for a nonrenewable one hundred twenty (120) day period.
2. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, deleted “file the application pursuant to W.S. 17-16-125 and” after “available, he shall” in the last sentence of (a).

§ 17-16-403. Reserved.

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

1. Each corporation shall continuously maintain in this state:
   1. A registered office as provided in W.S. 17-28-101 through 17-28-111 ; and
   2. A registered agent as provided in W.S. 17-28-101 through 17-28-111 .
      1. through (C) Repealed by Laws 2008, 90, § 3.
2. The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all corporations.

History. Laws 1989, ch. 249, § 1; 2008, ch. 90, §§ 2, 3.

The 2008 amendment, by Laws 2008, ch. 90, § 2, amends this section effective January 1, 2009, by rewriting (a)(i) and (a)(ii), in part by repealing (a)(ii)(A) through (C), relating to registered agents; and inserting (b).

Editor's notes. —

The provisions in this section do not align directly with the Model Business Corporations Act as amended through December, 2007, or contain provisions not included in the Model Act.

Default judgment where notice served on secretary of state. —

The district court does not err in failing to set aside a default judgment for mistake, inadvertence, surprise or excusable neglect even though the defaulting party, a Wyoming corporation, had no actual notice of the lawsuit, where the plaintiff properly served notice, in accordance with Rule 4(d)(4), W.R.C.P., and the state corporation laws, on the secretary of state when it was determined that the defendant, in violation of the corporation laws, had failed to maintain both a registered office and a registered agent. U.S. Aviation, Inc. v. Wyoming Avionics, Inc., 664 P.2d 121, 1983 Wyo. LEXIS 328 (Wyo. 1983).

Cited in

Patel v. Cwcapital Asset Mgmt., Llc, 2010 WY 147, 242 P.3d 1015, 2010 Wyo. LEXIS 155 (Nov. 16, 2010).

Am. Jur. 2d, ALR and C.J.S. references. —

Propriety and effect of corporation's appearance pro se through agent who is not attorney, 8 ALR5th 653.

§§ 17-16-502 through 17-16-509. [Repealed.]

Repealed by Laws 2008, ch. 90, § 3

Editor's notes. —

This section, which derived from Laws 1989, ch. 249, § 1, related to changes of registered office or registered agent.

§ 17-16-601. Authorized shares.

1. The articles of incorporation shall set forth the classes of shares and series of shares within a class, and the number, which may be unlimited, of shares of each class and series that the corporation is authorized to issue. If more than one (1) class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series, and shall prescribe, prior to the issuance of shares of a class or series, the terms, including preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section, all shares of a class or series shall have terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series.
2. The articles of incorporation shall authorize:
   1. One (1) or more classes or series of shares that together have unlimited voting rights; and
   2. One (1) or more classes or series of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
3. The articles of incorporation may authorize one (1) or more classes or series of shares that:
   1. Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this act;
   2. Are redeemable or convertible as specified in the articles of incorporation:
      1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;
      2. For cash, indebtedness, securities, or other property; and
      3. At prices and in amounts specified or determined in accordance with a formula.
   3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
   4. Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation.
4. Terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation.
5. Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.
6. The description of the preferences, rights and limitations of classes or series of shares in subsection (c) of this section is not exhaustive.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

Cross references. —

As to bank stock requirements, see § 13-2-301 et seq.

As to trust company stock, see § 13-5-105 .

As to savings and loan association stock, see § 13-6-203 .

As to issuance of securities by gas and electric companies, see chapter 6 of title 37.

The 2009 amendment, effective July 1, 2009, added “or series” or variants following “class” or variants throughout the section; in (a), substituted “set forth” for “prescribe”, inserted “and series of shares within a class” and “and series” in the first sentence, inserted “shall prescribe” and substituted “the terms, including preferences, rights and limitations of that class or series” for “the preferences, limitations, and relative rights of that class shall be described in the articles of incorporation” in the second sentence, and added “Except to the extent varied as permitted by this section” at the beginning and substituted “terms, including preferences, rights and limitations that are identical with those of other shares of the same class or series” for “preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by W.S. 17-16-602 ” in the last sentence; substituted “otherwise provided” for “prohibited” in (c)(i); substituted “specified event” for “designated event” in (c)(ii)(A); rewrote (c)(ii)(C), which read: “In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events”; deleted “dividends and” preceding “distributions” in (c)(iv); redesignated former (d) as present (f) and added present (d) and (e); substituted “preferences, rights and limitations of classes or series of shares” for “designations, preferences, limitations, and relative rights of share classes” in (f); and made stylistic and related changes.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Law reviews. —

For article, “The New Wyoming Business Corporation Act,” see XV Wyo. L.J. 185 (1961).

Am. Jur. 2d, ALR and C.J.S. references. —

Statutory requirements respecting issuance of corporate stock as applicable to foreign corporation, 8 ALR2d 1185.

Agent's agreement to repurchase stock sold by him, 34 ALR2d 510.

Meaning and import of “book value” of corporate stock, 51 ALR2d 606.

Failure to issue stock as factor in disregard of corporate entity, 8 ALR3d 1122.

Validity of charter provision for nonvoting common stock, 52 ALR3d 1131.

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

1. If the articles of incorporation so provide, the board of directors is authorized, without shareholder approval, to:
   1. Classify any unissued shares into one (1) or more classes or into one (1) or more series within a class;
   2. Reclassify any unissued shares of any class into one (1) or more classes or into one (1) or more series within one (1) or more classes; or
   3. Reclassify any unissued shares of any series of any class into one (1) or more classes or into one (1) or more series within a class.
2. 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:
   1. Any class of shares before the issuance of any shares of that class; or
   2. Any series within a class before the issuance of any shares of that series.
3. Before issuing any shares of a class or series created under this section, the corporation shall deliver to the secretary of state for filing articles of amendment effecting the provisions of this section in accordance with article 10 of this act and setting forth the terms determined under subsection (a) of this section.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, §§ 2, 3.

The 2009 amendment, effective July 1, 2009, rewrote (a), (b), and (d).

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Am. Jur. 2d, ALR and C.J.S. references. —

Validity of cancellation of accrued dividends on preferred corporate stock, 8 ALR2d 893.

Preferred stockholders' rights to dividends upon liquidation or dissolution, 25 ALR2d 788.

Dividends on preferred stock, 27 ALR2d 1073.

Reduction of preferred stock, 35 ALR2d 1149.

§ 17-16-603. Issued and outstanding shares.

1. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
2. The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to W.S. 17-16-640 .
3. At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution shall be outstanding.

History. Laws 1989, ch. 249, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Rights of creditors of corporation with respect to its purchase or acquisition of its own stock, 47 ALR2d 758.

Validity, construction and effect of provisions of articles of incorporation or stock certificates relating to call, redemption or retirement of common stock, 48 ALR2d 392.

Power to change existing redemption rights of common stock shareholders, 70 ALR2d 843.

§ 17-16-604. Fractional shares.

1. A corporation may:
   1. Issue fractions of a share or pay in money the value of fractions of a share;
   2. Arrange for disposition of fractional shares by the shareholders; or
   3. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
2. Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required by W.S. 17-16-625(b).
3. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
4. The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
   1. That the scrip will become void if not exchanged for full shares before a specified date; and
   2. That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

History. Laws 1989, ch. 249, § 1.

§ 17-16-605. Construction of terms relating to stock and certificate tokens.

1. As used in this title, any reference to:
   1. Share certificate, share, stock, share of stock or words of similar import shall be construed to include a certificate token;
   2. A requirement to print information on a share certificate or words of similar import shall be construed to be satisfied if the information satisfies the requirements set forth in W.S. 17-16-625(g);
   3. Certificated shares or words of similar import shall be construed to include shares represented by certificate tokens, and any reference to the delivery or deposit of these shares to the corporation shall be construed to refer to any method of granting control of the tokens to the corporation;
   4. A certificate being duly endorsed or words of similar import shall be construed to mean that the transaction authorizing transfer of control of the certificate token was signed by the lawful holder of the token with the network signature corresponding to the lawful holder’s data address to which the certificate token was issued or last lawfully transferred.

History. Laws 2019, ch. 93, § 1.

Effective date. — Laws 2019, ch. 93 § 3, makes the act effective July 1, 2019.

§ 17-16-620. Subscription for shares before incorporation.

1. A subscription for shares entered into before incorporation is irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
2. The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
3. Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
4. If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
5. A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to W.S. 17-16-621 .

History. Laws 1989, ch. 249, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Enforcement of stock subscription after suit on note of subscriber is barred by statute, 11 ALR2d 1380.

Conversion by promoter of money paid for a preincorporation subscription for stock shares as embezzlement, 84 ALR2d 1100.

§ 17-16-621. Issuance of shares.

1. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
2. The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.
3. Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
4. When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
5. The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or part.
6. 1. An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum exists, if: (f) (i) An issuance of shares or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders, at a meeting at which a quorum exists, if:
      1. The shares, other securities, or rights are issued for consideration other than cash or cash equivalents; and
      2. The voting power of shares that are issued and issuable as a result of the transaction or series of integrated transactions will comprise more than twenty percent (20%) of the voting power of the shares of the corporation that were outstanding immediately before the transaction.
         1. The voting power of the shares to be issued; or
         2. The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.

            (B) A series of transactions is integrated if consummation of one (1) transaction is made contingent on consummation of one (1) or more of the other transactions.

(ii) In this subsection:

(A) For purposes of determining the voting power of shares issued and issuable as a result of a transaction or series of integrated transactions, the voting power of shares shall be the greater of:

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added (f).

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Cited in

Ravenswood Inv. Co., L.P. v. Bishop Capital Corp., 374 F. Supp. 2d 1055, 2005 U.S. Dist. LEXIS 12932 (2005).

Law reviews. —

For article, “The Capital Margin Concept and the Wyoming Corporate Law,” see VII Wyo. L.J. 117 (1953).

For note, “Issuance of Par Value Stock for Services Under the Wyoming Corporation Law,” see XI Wyo. L.J. 36 (1957).

For comment, “An Innovative Approach to Piercing the Corporate Veil: An Introduction to the Individual Factor and Cumulative Effects Analysis,” see XXV Land & Water L. Rev. 563 (1990).

Am. Jur. 2d, ALR and C.J.S. references. —

Patent rights, copyrights, trademarks, secret processes, formulas or the like, as “property” within provisions of law or charter forbidding issuance of corporate stock, except for money paid or property received, 37 ALR2d 913.

Construction and effect of statutory provisions precluding issuance of corporate stock in consideration of promissory notes, 78 ALR2d 834.

Sufficiency of consideration for employee stock option contract, 57 ALR3d 1241.

§ 17-16-622. Liability of shareholders.

1. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued pursuant to W.S. 17-16-621 or specified in the subscription agreement pursuant to W.S. 17-16-620 .
2. Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts or debts of the corporation except that he may become personally liable by reason of his own acts or conduct.

History. Laws 1989, ch. 249, § 1.

For discussion as to when corporate veil may be pierced, see Amfac Mechanical Supply Co. v. Federer, 645 P.2d 73, 1982 Wyo. LEXIS 341 (Wyo. 1982).

Liability. —

When a corporation was liable to an investor for conversion, and no grounds existed for piercing the corporate veil, business owners, with whom the investor had created a business, had no individual liability. Lieberman v. Mossbrook, 2009 WY 65, 208 P.3d 1296, 2009 Wyo. LEXIS 64 (Wyo. 2009).

Quoted in

Kaycee Land & Livestock v. Flahive, 2002 WY 73, 46 P.3d 323, 2002 Wyo. LEXIS 78 (Wyo. 2002).

Law reviews. —

For article, “Piercing the Corporate Veil in Wyoming - An Update,” see 3 Wyo. L. Rev. 133 (2003).

§ 17-16-623. Share dividends.

1. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection is a share dividend.
2. Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
   1. The articles of incorporation so authorize;
   2. A majority of the votes entitled to be cast by the class or series to be issued approve the issue; or
   3. There are no outstanding shares of the class or series to be issued.
3. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.

History. Laws 1989, ch. 249, § 1.

Declaration of dividends rests in directors' discretion. —

Mere fact that corporation has large amount of surplus or net profits does not entitle stockholders to payment of dividends, and unless some restraint is imposed by statute, charter, bylaws, contract or otherwise, whether dividends shall be declared rests in the sound discretion of the directors. Morrison v. State Bank, 58 Wyo. 138, 126 P.2d 793, 1942 Wyo. LEXIS 18 (Wyo. 1942).

Law reviews. —

For article, “The Concept of Surplus as Applicable to Dividends,” see II Wyo. L.J. 114 (1948).

For article, “The New Wyoming Business Corporation Act,” see XV Wyo. L.J. 185 (1961).

Am. Jur. 2d, ALR and C.J.S. references. —

Cancellation of accrued preferred stock dividends, 8 ALR2d 893.

Overpayment of dividends on preferred stock as deductible in payments of dividends for later years, 10 ALR2d 241.

Parties defendant to stockholder's suit to compel declaration of dividend, 15 ALR2d 1124.

Rights of preferred stockholders to dividends, upon liquidation or dissolution, 25 ALR2d 788.

Rights of preferred stockholders as to passed or accumulated dividends in going concern, 27 ALR2d 1073.

Dividend rights in surplus of new consolidated corporation resulting from reduction of capital stock of former constituent corporations, 28 ALR2d 1177.

Right, as between life beneficiaries and remaindermen or successive life beneficiaries, in corporate dividends, 44 ALR2d 1277.

Corporation's right to interplead claimants to dividends, 46 ALR2d 980.

§ 17-16-624. Share options.

1. A corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued and the terms, including the consideration for which the shares are to be issued. The authorization by the board of directors for the corporation to issue the rights, options or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options or warrants are exercisable.
2. The terms and conditions of such rights, options or warrants, including those outstanding on July 1, 2009, may include, without limitation, restrictions or conditions that:
   1. Preclude or limit the exercise, transfer or receipt of such rights, options or warrants by any person owning or offering to acquire a specified number or percentage of the outstanding shares or other securities of the corporation or by any transferee of any such person; or
   2. Invalidate or void the rights, options or warrants held by any such person or transferee.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, in (a), substituted “and the terms, including the” for “their form and content, and the” in the second sentence, and added the last sentence; and added (b).

Am. Jur. 2d, ALR and C.J.S. references. —

Validity of stock option plan under which the elected personnel of corporation may acquire stock interest therein, 34 ALR2d 852.

Rights and liabilities as between employer and employee with respect to employee stock options, 96 ALR2d 176.

Valuation of corporate stock under “buy out” or “first option” agreement giving option to or requiring corporation or other stockholders to purchase stock of deceased or withdrawing stockholders, 54 ALR3d 790.

Waiver of stockholder's right to enforce first option stock purchase agreement, 55 ALR3d 723.

Who is “employee” under stock option plan or contract, 57 ALR3d 787.

Construction and effect of “dilution” provision of employee's stock option contract dealing with rights where stock structure changes before option is exercised, 59 ALR3d 1030.

Divorce and separation: treatment of stock options for purposes of dividing marital property, 46 ALR4th 640.

Valuation of stock options for purposes of divorce court's property distribution, 46 ALR4th 689.

§ 17-16-625. Form and content of certificates.

1. Shares may but need not be represented by certificates. Unless this act or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
2. At a minimum each share certificate shall state on its face:
   1. The name of the issuing corporation and that it is organized under the law of this state;
   2. The name of the  person to whom, or in the case of a certificate token, the data address to which the token was issued; and
   3. The number and class of shares and the designation of the series, if any, the certificate represents.
3. If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series, and the authority of the board of directors to determine variations for future series, shall be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
4. Except as otherwise provided by subsection (g) of this  section, each share certificate:
   1. Shall be signed, either manually or in facsimile, by two (2) officers designated in the bylaws or by the board of directors; and
   2. May bear the corporate seal or its facsimile.
5. If the person  who signed a share certificate no longer holds office when the certificate is  issued, the certificate is nevertheless valid.
6. In no case shall a corporation issue share certificates in bearer form. For purposes of this subsection “bearer form” means a form in which the certificate is payable to the bearer of the certificate according to its terms but not by reason of an endorsement. If a corporation formed under this act or qualified to do business under this act has bearer shares outstanding, the entity shall conform those shares to comply with this section on or before October 1, 2007. Failure to do so shall be prima facie evidence of an ultra vires act pursuant to W.S. 17-16-304 .
7. The articles of incorporation or bylaws of a corporation  may specify that all or a portion of the shares of the corporation  may be represented by share certificates in the form of certificate  tokens. The electronic message, command or transaction that transmits  the certificate tokens to the data address to which a certificate  token was issued shall be authorized at the time of issuance by one  (1) or more messages, commands or transactions signed with the network  signatures of two (2) officers designated in the bylaws or by the  board of directors of the corporation.
8. As used in this section:
   1. “Blockchain” means a digital ledger or  database which is chronological, consensus based, decentralized and  mathematically verified in nature;
   2. “Certificate token” means a representation  of shares that is stored in an electronic format which contains the  information specified under subsections (b) and (c) of this section,  and this information is:
      1. Entered into a blockchain or other secure, auditable  database;
      2. Linked to or associated with the certificate token;  and
      3. Able to be transmitted electronically to the issuing  corporation, the person to whom the certificate token was issued and  any transferee.

History. Laws 1989, ch. 249, § 1; 2007, ch. 19, § 1; 2019, ch. 93, § 2.

Cross references. —

As to sale of securities to general public, see chapter 4 of this title.

As to investment securities, see § 34.1-8-101 et seq.

The 2007 amendment, effective July 1, 2007, added (f).

The 2019 amendment, effective July 1, 2019, in (b)(ii), added “or in the case of a certificate token, the data address to which the token was”; in the introductory language in (d), added “Except as otherwise provided by subsection (g) of this section”; in (e), deleted “either manually or in facsimile”; and added (g) and (h).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Am. Jur. 2d, ALR and C.J.S. references. —

Corporation's delivery of stock certificate to stockholder as prerequisite of its issuance to him, 16 ALR3d 1015.

Construction and effect of UCC art. 8, dealing with investment securities, 21 ALR3d 964; 88 ALR3d 949.

Measure of damages for conversion of stock certificate, 31 ALR3d 1286.

Issuance of stock certificate to joint tenants as creating gift inter vivos, 5 ALR4th 373.

§ 17-16-626. Shares without certificates.

1. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
2. Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall give the shareholder a written statement of the information required on certificates by W.S. 17-16-625(b) and (c), and, if applicable, W.S. 17-16-627 .

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2; 2018, ch. 47, § 1.

The 2009 amendment, effective July 1, 2009, substituted “its classes or series” for “the classes or series” in the first sentence of (a).

The 2018 amendment, in (b), substituted “corporation shall give the” for “corporation shall send the.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

§ 17-16-627. Restriction on transfer of shares and other securities.

1. The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
2. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by W.S. 17-16-626(b). Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
3. A restriction on the transfer or registration of transfer of shares is authorized:
   1. To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;
   2. To preserve exemptions under federal or state securities law; or
   3. For any other reasonable purpose.
4. A restriction on the transfer or registration of transfer of shares may:
   1. Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
   2. Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
   3. Require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or
   4. Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
5. For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, inserted “or contained” in the last sentence of (b).

Shareholder approval of transfer restrictions. —

The purpose of the subsection (a) requirement that shareholders either participate in a shareholders' agreement approving the restriction or vote in favor of the restriction is to protect shareholders from having their shares of stock devalued by transfer restrictions that are adopted without their consent after their shares were issued. Croonberg v. Estate of Croonberg, 988 P.2d 41, 1999 Wyo. LEXIS 152 (Wyo. 1999).

Where all three shareholder/directors in a closely-held corporation voted in favor of a bylaw amendment imposing share transfer restrictions, the shareholders consented to having the transfer restrictions apply to all the corporation's shares, including those issued before the bylaw amendment. Croonberg v. Estate of Croonberg, 988 P.2d 41, 1999 Wyo. LEXIS 152 (Wyo. 1999).

Law reviews. —

For comment, “The New Wyoming Statutory Close Corporation Supplement; Should Your Corporation Elect Statutory Close Corporation Status?,” see XXV Land & Water L. Rev. 589 (1990).

Am. Jur. 2d, ALR and C.J.S. references. —

Construction and application of provision restricting sale or transfer of corporate stock, 2 ALR2d 745.

Validity of restrictions on alienation and transfer of corporate stock, 61 ALR2d 1318.

Restrictions on transfer of corporate stock as applicable to testamentary dispositions, 61 ALR3d 1090.

Validity of “consent restraint” on transfer of shares of close corporation, 69 ALR3d 1327.

§ 17-16-628. Expense of issue.

A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.

History. Laws 1989, ch. 249, § 1.

§ 17-16-630. Shareholders' preemptive rights.

1. The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.
2. A statement included in the articles of incorporation that “the corporation elects to have preemptive rights,” or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:
   1. The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them;
   2. A shareholder may waive his preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration;
   3. There is no preemptive right with respect to:
      1. Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
      2. Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
      3. Shares authorized in articles of incorporation that are issued within six (6) months from the effective date of incorporation; or
      4. Shares sold otherwise than for money.
   4. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class;
   5. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights;
   6. Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one (1) year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one (1) year is subject to the shareholders’ preemptive rights.
3. For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.

History. Laws 1989, ch. 249, § 1.

Am. Jur. 2d, ALR and C.J.S. references. —

Construction and application of provisions giving corporation or stockholders prior right of purchase, 2 ALR2d 745.

§ 17-16-631. Corporation's acquisition of its own shares.

1. A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.
2. If the articles of incorporation prohibit the reissue of the acquired shares, the number of authorized shares is reduced by the number of shares acquired.
3. The board of directors may adopt articles of amendment effecting the provisions of this section under article 10 of this act without shareholder action and deliver them to the secretary of state for filing.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, §§ 2, 3.

The 2009 amendment, effective July 1, 2009, deleted “effective upon amendment of the articles of incorporation” at the end of (b); rewrote (c) prescribing how the articles of amendment shall be set forth; and made stylistic changes.

Am. Jur. 2d, ALR and C.J.S. references. —

Rights of creditors of corporation with respect to its purchase or acquisition of its own stock, 47 ALR2d 758.

Validity, construction and effect of provisions of articles of incorporation or stock certificates relating to call, redemption or retirement of common stock, 48 ALR2d 392.

Duty and liability of closely held corporation, its directors, officers or majority stockholders, in acquiring stock of minority shareholder, 7 ALR3d 500.

Construction and operation of statute restricting corporation's right to purchase its own stock by requiring purchase to be made out of surplus, 61 ALR3d 1049.

Causation in private civil actions by minority shareholders under proxy provisions of § 14(a) of the Securities Exchange Act of 1934 (15 USCS § 78n(a)) and Securities Exchange Act (SEC) Rules thereunder — post Virginia Bankshares, 137 ALR Fed 293.

§ 17-16-640. Distributions to shareholders.

1. A board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (c) of this section.
2. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one (1) involving a purchase, redemption, or other acquisition of the corporation’s shares, it is the date the board of directors authorizes the distribution.
3. No distribution may be made if, after giving it effect:
   1. The corporation would not be able to pay its debts as they become due in the usual course of business; or
   2. The corporation’s total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
4. The board of directors may base a determination that a distribution is not prohibited under subsection (c) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
5. Except as provided in subsection (g) of this section, the effect of a distribution under subsection (c) of this section is measured:
   1. In the case of distribution by purchase, redemption, or other acquisition of the corporation’s shares, as of the earlier of:
      1. The date money or other property is transferred or debt incurred by the corporation; or
      2. The date the shareholder ceases to be a shareholder with respect to the acquired shares.
   2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
   3. In all other cases, as of:
      1. The date the distribution is authorized if the payment occurs within one hundred twenty (120) days after the date of authorization; or
      2. The date the payment is made if it occurs more than one hundred twenty (120) days after the date of authorization.
6. A corporation’s indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
7. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) of this section if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
8. This section shall not apply to distributions in liquidation under article 14 of this act.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “restriction” for “restrictions imposed” in (a); and added (h).

Am. Jur. 2d, ALR and C.J.S. references. —

Reduction of capital stock and distribution of capital assets upon reduction, 35 ALR2d 1149.

Right, as between life beneficiaries and remaindermen or successive life beneficiaries, in corporate distributions, 44 ALR2d 1277.

§ 17-16-701. Annual meeting.

1. Unless directors are elected by written consent in lieu of an annual meeting as permitted by W.S. 17-16-704 , a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
2. Annual shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation’s principal office. The board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held by means of remote communication. The board shall take into consideration stockholders’ ability to participate by remote communication and provide an alternative means of participation for those stockholders unable to participate by remote communication. If authorized by the board of directors in its sole discretion, and subject to guidelines and procedures the board of directors may adopt, stockholders and proxies not physically present at a meeting of stockholders may, by means of remote communication:
   1. Participate in a meeting of stockholders; and
   2. Be deemed present in person and vote at a meeting of stockholders, whether the meeting is held at a designated place or solely by means of remote communication, provided that the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy. The corporations shall implement reasonable measures to provide the stockholders and proxies a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceeding. If any stockholder or proxy votes or takes other action at the meeting by means of remote communication, a record of the vote or other action shall be maintained by the corporation.
3. The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1; 2009, ch. 115, § 2.

The 2005 amendment, effective July 1, 2005, in (b), added the provisions for remote participation in meetings, beginning with the third sentence and including (b)(i) and (b)(ii).

The 2009 amendment, effective July 1, 2009, added “Unless directors are elected by written consent in lieu of an annual meeting as permitted by W.S. 17-16-704 ” in (a).

Law reviews. —

For comment, “The New Wyoming Statutory Close Corporation Supplement; Should Your Corporation Elect Statutory Close Corporation Status?,” see XXV Land & Water L. Rev. 589 (1990).

Am. Jur. 2d, ALR and C.J.S. references. —

Remedies to restrain or compel holding of stockholders' meetings, 48 ALR2d 615.

§ 17-16-702. Special meeting.

1. A corporation shall hold a special meeting of shareholders:
   1. On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
   2. If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
2. If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
3. Special shareholders’ meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation’s principal office.
4. Only business within the purpose or purposes described in the meeting notice required by W.S. 17-16-705(c) may be conducted at a special shareholders’ meeting.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, deleted “either manually or in facsimile” after “special meeting sign” in the first sentence of (a)(ii).

§ 17-16-703. Court-ordered meeting.

1. The district court of the county where a corporation’s principal office or, if none in this state, its registered office is located may summarily order a meeting to be held:
   1. On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu thereof did not become effective within the earlier of six (6) months after the end of the corporation’s fiscal year or fifteen (15) months after its last annual meeting; or
   2. On application of a shareholder who signed a demand for a special meeting valid under W.S. 17-16-702 , if:
      1. Notice of the special meeting was not given within thirty (30) days after the date the demand was delivered to the corporation’s secretary; or
      2. The special meeting was not held in accordance with the notice.
2. The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added “or action by written consent in lieu thereof did not become effective” in (a)(i); and substituted “thirty (30) days” for “sixty (60) days” in (a)(ii)(A).

§ 17-16-704. Action without meeting.

1. Action required or permitted by this act to be taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action. The action shall be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
2. The articles of incorporation may provide that any action required or permitted by this act to be taken at a shareholders’ meeting may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consent shall bear the date of signature of the shareholder who signs the consent and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
3. If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , and if prior board action is not required respecting the action to be taken without a meeting, the record date for determining shareholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under W.S. 17-16-707 and if prior board action is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board taking such prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest date on which a consent delivered to the corporation as required by this section was signed, written consents signed by sufficient shareholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take corporate action are delivered to the corporation.
4. A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the articles of incorporation, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the corporation.
5. If this act requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by written consent of the voting shareholders, the corporation shall give its nonvoting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation or the later date that tabulation of consents is completed pursuant to the authorization under subsection (d) of this section. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this act, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
6. If action is taken by less than unanimous written consent of the voting shareholders, the corporation shall give its nonconsenting voting shareholders written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation, or the later date that tabulation of consents is completed pursuant to an authorization under subsection (d) of this section. The notice shall reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this act, would have been required to be sent to voting shareholders in a notice of a meeting at which the action would have been submitted to the shareholders for action.
7. The notice requirements in subsections (e) and (f) of this section shall not delay the effectiveness of actions taken by written consent, and a failure to comply with such notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give the notice within the required time period.
8. An electronic transmission may be used to consent to an action, if the electronic transmission contains or is accompanied by information from which the corporation can determine the date on which the electronic transmission was signed and that the electronic transmission was authorized by the shareholder, the shareholder’s agent or the shareholder’s attorney-in-fact.
   1. Delivery of a written consent to the corporation under this section is delivery to the corporation’s registered agent at its registered office or to the secretary of the corporation at its principal office.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2005, ch. 51, § 1; 2009, ch. 115, § 2.

The 2005 amendment, effective July 1, 2005, in (a), inserted “by electronic transmittal” before “or in facsimile.”

The 2009 amendment, effective July 1, 2009, in (a), substituted “if the action is taken by all the shareholders” for “if notice of the proposed action is given to all voting shareholders and the action is taken by the holders of all shares” in the first sentence, and deleted “either manually, by electronic transmittal or in facsimile” after “action taken, signed” in the last sentence; added (b); rewrote (c) through (e) to expand consideration of written consents; added (f) through (i); and made stylistic changes.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-705. Notice of meeting.

1. A corporation shall notify shareholders of the date, time, place and means of communication of each annual and special shareholders’ meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date. Unless this act or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
2. Unless this act or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
3. Notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.
4. If not otherwise fixed under W.S. 17-16-703 or 17-16-707 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.
5. Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, place or means of communication, notice need not be given of the new date, time, place or means of communication if the new date, time place or means of communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-16-707 , however, notice of the adjourned meeting shall be given under this section to persons who are shareholders as of the new record date.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1.

The 2005 amendment, effective July 1, 2005, inserted “means of communication” or a variant after “place” throughout (a) and (e), and made related changes.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Am. Jur. 2d, ALR and C.J.S. references. —

Participation in meeting as waiver of compliance with notice requirement for shareholders' meeting, 64 ALR3d 358.

§ 17-16-706. Waiver of notice.

1. A shareholder may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed or shall be sent by electronic transmission by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
2. A shareholder’s attendance at a meeting:
   1. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
   2. Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1; 2009, ch. 115, § 2.

The 2005 amendment, effective July 1, 2005, in (a), inserted “or shall be sent by electronic transmission” after “facsimile.”

The 2009 amendment, effective July 1, 2009, deleted “either manually or in facsimile” after “writing, be signed” in the last sentence of (a).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Am. Jur. 2d, ALR and C.J.S. references. —

Participation in meeting as waiver of notice requirement for shareholders' meeting, 64 ALR3d 358.

§ 17-16-707. Record date.

1. The bylaws may fix or provide the manner of fixing the record date for one (1) or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.
2. A record date fixed under this section may not be more than seventy (70) days before the meeting or action requiring a determination of shareholders.
3. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.
4. If a court orders a meeting adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

History. Laws 1989, ch. 249, § 1.

§ 17-16-708. Conduct of the meeting.

1. At each meeting of shareholders, a chair shall preside. The chair shall be appointed as provided in the bylaws or, in the absence of such provision, by the board.
2. The chair, unless the articles of incorporation or bylaws provide otherwise, shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
3. Any rules adopted for, and the conduct of, the meeting shall be fair to shareholders.
4. The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes thereto may be accepted.

History. Laws 1997, ch. 190, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added “have the authority to” in (b).

§ 17-16-720. Shareholders' list for meeting.

1. After fixing a record date for a meeting, a corporation shall prepare an alphabetical or numerical list of the identities of all its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the number of shares held by each shareholder. The list shall also show each shareholder’s physical mailing address, if the identity of a shareholder on the list consists of the shareholder’s name, and each shareholder’s authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder’s data address.
2. The shareholders’ list shall be available for inspection by any shareholder, beginning two (2) business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, his agent, or attorney is entitled on written demand to inspect and, subject to the requirements of W.S. 17-16-1602(c), to copy the list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection.
3. The corporation shall make the shareholders’ list available at the meeting, and any shareholder, his agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
4. If the corporation refuses to allow a shareholder, his agent, or attorney to inspect the shareholders’ list before or at the meeting, or to copy the list as permitted by subsection (b) of this section, the district court of the county where a corporation’s principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense, order payment by the corporation of the shareholder’s cost of suit including reasonable attorney fees and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
5. Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2; 2018, ch. 47, § 1.

The 2009 amendment, effective July 1, 2009, substituted “the shareholder's” for “his” in the last sentence of (b).

The 2018 amendment, in (a), inserted “or numerical” following “alphabetical,” substituted “list of the identities of all” for “list of the names of all” in the first sentence, deleted “address of and” preceding “number of shares” in the second sentence, added the third sentence, and made stylistic changes.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

Am. Jur. 2d, ALR and C.J.S. references. —

Transfer of stock of deceased owner on books as necessary to permit personal representative to vote it, 7 ALR3d 629.

§ 17-16-721. Voting entitlement of shares.

1. Except as provided in subsections (b) and (d) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one (1) vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.
2. Unless authorized by a district court, the shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation.
3. Subsection (b) of this section does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
4. Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “subsections (b) and (d)” for “subsections (b) and (c)” in (a); and added “Unless authorized by a district court” in (b).

Am. Jur. 2d, ALR and C.J.S. references. —

Right of foreign personal representative or guardian to vote stock owned by estate or ward, 41 ALR2d 1082.

Voting of jointly held or fractional shares in corporation, 98 ALR2d 357.

Who may exercise voting power of corporate stock pending settlement of estate of deceased owner, 7 ALR3d 629.

Right, as between pledgor and pledgee, to vote pledged stock, 68 ALR3d 680.

Validity of variations from one share-one vote rule under modern corporate law, 3 ALR4th 1204.

§ 17-16-722. Proxies.

1. A shareholder may vote his shares in person or by proxy.
2. A shareholder or his agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which one can determine that the shareholder, the shareholder’s agent, or the shareholder’s attorney-in-fact authorized the electronic transmission.
3. An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for eleven (11) months unless a longer period is expressly provided in the appointment form.
4. An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
   1. A pledgee;
   2. A person who purchased or agreed to purchase the shares;
   3. A creditor of the corporation who extended it credit under terms requiring the appointment;
   4. An employee of the corporation whose employment contract requires the appointment; or
   5. A party to a voting agreement created under W.S. 17-16-731 .
5. The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises his authority under the appointment.
6. An appointment made irrevocable under subsection (d) of this section is revoked when the interest with which it is coupled is extinguished.
7. A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if he did not know of its existence when he acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.
8. Subject to W.S. 17-16-724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, in (b), deleted “either manually or in facsimile” after “shareholder by signing” in the first sentence, and substituted “shall” for “must” after “An electronic transmission” in the last sentence; and added “form” at the end of (c).

Am. Jur. 2d, ALR and C.J.S. references. —

Expenses incurred by competing factions within corporation in soliciting proxies as charge against corporation, 51 ALR2d 873.

Power of inspectors of elections relating to irregular or conflicting proxies, 44 ALR3d 1443.

Misrepresentation in proxy solicitation — state cases, 20 ALR4th 1287.

§ 17-16-723. Shares held by nominees.

1. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
2. The procedure may set forth:
   1. The types of nominees to which it applies;
   2. The rights or privileges that the corporation recognizes in a beneficial owner;
   3. The manner in which the procedure is selected by the nominee;
   4. The information that shall be provided when the procedure is selected;
   5. The period for which selection of the procedure is effective; and
   6. Other aspects of the rights and duties created.

History. Laws 1989, ch. 249, § 1.

§ 17-16-724. Corporation's acceptance of votes.

1. If the name or network signature signed on a vote, consent, waiver, or proxy appointment corresponds to the name or data address of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
2. If the name or network signature signed on a vote, consent, waiver, or proxy appointment does not correspond to the name or data address of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
   1. The shareholder is an entity and the name or network signature signed purports to be that of an officer or agent of the entity;
   2. The name or network signature signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
   3. The name or network signature signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
   4. The name or network signature signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or
   5. Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name or network signature signed purports to be the name or data address of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.
3. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.
4. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or W.S. 17-16-722(b) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
5. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section or W.S. 17-16-722(b) is valid unless a court of competent jurisdiction determines otherwise.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2018, ch. 47, § 1.

The 2018 amendment, inserted “or network signature” and “or data address” following “name” throughout the section.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

§ 17-16-725. Quorum and voting requirements for voting groups.

1. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this act provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
2. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or shall be set for that adjourned meeting.
3. If a quorum exists, action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or this act require a greater number of affirmative votes.
4. An amendment of articles of incorporation adding, changing or deleting a quorum or voting requirement for a voting group greater or lesser than specified in subsection (a) or (c) of this section is governed by W.S. 17-16-727 .
5. The election of directors is governed by W.S. 17-16-728 .

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added (d).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-726. Action by single and multiple voting groups.

1. If the articles of incorporation or this act provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in W.S. 17-16-725 .
2. If the articles of incorporation or this act provide for voting by two (2) or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in W.S. 17-16-725 . Action may be taken by one (1) voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.

History. Laws 1989, ch. 249, § 1.

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-727. Changing quorum or voting requirements.

1. The articles of incorporation may provide for a greater or lesser quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this act.
2. An amendment to the articles of incorporation that adds, changes or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

History. Laws 2009, ch. 115, § 1.

Effective dates. —

Laws 2009, ch. 115, § 1, makes the act effective July 1, 2009.

§ 17-16-728. Voting for directors; cumulative voting.

1. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
2. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
3. A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two (2) or more candidates.
4. Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
   1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
   2. A shareholder who has the right to cumulate his votes gives notice to the corporation not less than forty-eight (48) hours before the time set for the meeting of the shareholder’s intent to cumulate his votes during the meeting. If one (1) shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “the shareholder's” for “his” in the first sentence of (d)(ii).

Am. Jur. 2d, ALR and C.J.S. references. —

Construction, application and effect of constitutional provisions or statutes relating to cumulative voting of stock for corporate directors, 43 ALR2d 1322.

§ 17-16-729. Inspectors of election.

1. A public corporation shall, and any other corporation may, appoint one (1) or more inspectors to act at a meeting of shareholders and make a written report of the inspectors’ determinations. Each inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability.
2. The inspectors shall:
   1. Ascertain the number of shares outstanding and the voting power of each;
   2. Determine the shares represented at a meeting;
   3. Determine the validity of proxies and ballots;
   4. Count all votes; and
   5. Determine the result.
3. An inspector may be an officer or employee of the corporation.

History. Laws 1997, ch. 190, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “A public corporation” for “A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated securities association” in (a).

§ 17-16-730. Voting trusts.

1. One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the identities of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust. The list shall also show each shareholder’s physical mailing address, if the identity of a shareholder on the list consists of the shareholder’s name, and each shareholder’s authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder’s data address. Copies of the list and agreement shall be delivered to the corporation’s principal office.
2. A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee’s name. A voting trust is valid for not more than ten (10) years after its effective date unless extended under subsection (c) of this section.
3. All or some of the parties to a voting trust may extend it for additional terms of not more than ten (10) years each by signing written consent to the extension. An extension is valid for ten (10) years from the date the first shareholder signs the extension agreement. The voting trustee shall deliver copies of the extension agreement and list of beneficial owners to the corporation’s principal office. An extension agreement binds only those parties signing it.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2; 2018, ch. 47, § 1.

The 2009 amendment, effective July 1, 2009, deleted “either manually or in facsimile” after “by signing” in the first sentence of (a); and deleted “either manually or in facsimile, an extension agreement and obtaining the voting trustee's” after “by signing” in the first sentence of (c).

The 2018 amendment, in (a), substituted “identities” for “names and addresses” in the second sentence, added the third sentence, and made stylistic changes.

Laws 2018, ch. 47, § 3, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 10, 2018.

Am. Jur. 2d, ALR and C.J.S. references. —

Removal of trustee of voting trust, 34 ALR2d 1136.

Validity and effect of agreement to vote corporate stock in specified manner or for specified purpose, or according to advice and instruction of other stockholder, 45 ALR2d 799.

Validity of proxy agreement or voting trust for control of voting power of corporate stock, 98 ALR2d 376.

§ 17-16-731. Voting agreements.

1. Two (2) or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of W.S. 17-16-730 .
2. A voting agreement created under this section is specifically enforceable.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, rewrote the first sentence of (a), which read: “Any shareholder may agree with one (1) or more other shareholders or the corporation to provide for the manner in which he will vote his shares by signing, either manually or in facsimile, an agreement for that purpose.”

§ 17-16-732. Shareholder agreements.

1. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one (1) or more other provisions of this act in that it:
   1. Eliminates the board of directors or restricts the discretion or powers of the board of directors;
   2. Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in W.S. 17-16-640 ;
   3. Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;
   4. Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies;
   5. Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer or employee of the corporation or among any of them;
   6. Transfers to one (1) or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or shareholders;
   7. Requires dissolution of the corporation at the request of one (1) or more of the shareholders or upon the occurrence of a specified event or contingency; or
   8. Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors and the corporation, or among any of them, and is not contrary to public policy.
2. An agreement authorized by this section shall be:
   1. Set forth:
      1. In the articles of incorporation or bylaws and approved by all persons who are shareholders at the time of the agreement; or
      2. In a written agreement that is signed by all persons who are shareholders at the time of the agreement and which agreement is made known to the corporation.
   2. Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise; and
   3. Valid for ten (10) years, unless the agreement provides otherwise. Nothing herein affects agreements in force on July 1, 1997.
3. The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by W.S. 17-16-626(b). If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of ninety (90) days after discovery of the existence of the agreement or two (2) years after the time of purchase of the shares.
4. An agreement authorized by this section shall cease to be effective when the corporation becomes a public corporation. If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation’s articles of incorporation or bylaws, adopt an amendment to the articles of incorporation or bylaws, without shareholder action, to delete the agreement and any references to it.
5. An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement.
6. The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
7. Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made.

History. Laws 1997, ch. 190, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added “which agreement” in (b)(i)(B); and substituted “the corporation becomes a public corporation” for “shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one (1) or more members of a national or affiliated securities association” in the first sentence of (d).

§ 17-16-740. Subarticle definitions.

1. As used in this subarticle:
   1. “Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in W.S. 17-16-747 , in the right of a foreign corporation;
   2. “Shareholder” includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner’s behalf.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, §§ 2, 3.

Cross references. —

As to general rules of pleading, see Rule 8, W.R.C.P. As to derivative actions by shareholders, see Rule 23.1, W.R.C.P.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

§ 17-16-741. Standing.

1. A shareholder may not commence or maintain a derivative proceeding unless the shareholder:
   1. Was a shareholder of the corporation at the time of the act or omission complained of, or became a shareholder through transfer by operation of law from one who was a shareholder at the time; and
   2. Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.

History. Laws 1997, ch. 190, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

Plenary jurisdiction in case involving irregularities in trustee's intervention. —

When irregularities were alleged regarding a trustee's intervention in certain litigation, the district court was not deprived of jurisdiction to enter orders after the intervention; the jurisdiction of the district courts is defined by art. 5, § 10, Wyo. Const., and it has plenary jurisdiction over trust administration, under Wyo. Stat. Ann. § 4-10-203 . Woods v. Wells Fargo Bank, 2004 WY 61, 90 P.3d 724, 2004 Wyo. LEXIS 75 (Wyo. 2004), reh'g denied, 2004 Wyo. LEXIS 84 (Wyo. June 22, 2004).

Investors' interests not so antagonistic as to render them inadequate derivative representatives. —

Fact that the investors had offered to buy the company's outstanding shares and several of its assets in the past did not amount to an antagonistic economic interest and did not render them inadequate derivative representatives under Fed. R. Civ. P. 23.1 or Wyo. Stat. Ann. § 17-16-741 . Ravenswood Inv. Co., L.P. v. Bishop Capital Corp., 374 F. Supp. 2d 1055, 2005 U.S. Dist. LEXIS 12932 (D. Wyo. 2005).

Shareholders had standing to bring shareholder derivative suit. —

Trial court had subject matter jurisdiction over a shareholder derivative suit against the officers and directors of a Wyoming corporation since the shareholders (SH) had standing under this section and Fed. R. Civ. P. 23.1 as they alleged they were shareholders of the corporation, were shareholders at the time of the wrongdoing alleged, and had been shareholders continuously since that time. Schmitz v. Xiqing Diao, 2013 U.S. Dist. LEXIS 160685 (D. Wyo. Nov. 7, 2013).

Am. Jur. 2d, ALR and C.J.S. references. —

Liability of independent accountant to investors or shareholders, 48 ALR5th 389.

§ 17-16-742. Demand.

1. No shareholder may commence a derivative proceeding until:
   1. A written demand has been made upon the corporation to take suitable action; and
   2. Ninety (90) days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the ninety (90) day period.

History. Laws 1997, ch. 190, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-16-743. Stay of proceedings.

If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.

History. Laws 1997, ch. 190, § 1.

§ 17-16-744. Dismissal.

1. A derivative proceeding shall be dismissed by the court on motion by the corporation if one (1) of the groups specified in subsection (b) or (e) of this section has determined in good faith after conducting a reasonable inquiry upon which its conclusions are based that the maintenance of the derivative proceeding is not in the best interests of the corporation.
2. Unless a panel is appointed pursuant to subsection (e) of this section, the determination in subsection (a) of this section shall be made by:
   1. A majority vote of qualified directors present at a meeting of the board of directors if the qualified directors constitute a quorum; or
   2. A majority vote of a committee consisting of two (2) or more qualified directors appointed by majority vote of qualified directors present at a meeting of the board of directors, regardless of whether such qualified directors constitute a quorum.
3. If a derivative proceeding is commenced after a determination has been made rejecting a demand by a shareholder, the complaint shall allege with particularity facts establishing either:
   1. That a majority of the board of directors did not consist of qualified directors at the time the determination was made; or
   2. That the requirements of subsection (a) of this section have not been met.
4. If a majority of the board of directors consisted of qualified directors at the time the determination was made, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met; if not, the corporation shall have the burden of proving that the requirements of subsection (a) of this section have been met.
5. Upon motion by the corporation or any interested party, the court may appoint a panel of one (1) or more individuals to make a determination whether the maintenance of the derivative proceeding is in the best interests of the corporation. In such case, the plaintiff shall have the burden of proving that the requirements of subsection (a) of this section have not been met.

History. Laws 1997, ch. 190, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “one (1) of the groups specified in subsection (b) or (e)” for “the panel specified in subsection (b)” in (a); rewrote (b) to change the composition of the decision-making group; and added (c) through (e).

§ 17-16-745. Discontinuance or settlement.

A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation’s shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.

History. Laws 1997, ch. 190, § 1.

§ 17-16-746. Payment of expenses.

1. On termination of the derivative proceeding the court may:
   1. Order the corporation to pay the plaintiff’s reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding resulted in a substantial benefit to the corporation;
   2. Order the plaintiff to pay any defendant’s reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose; or
   3. Order a party to pay an opposing party’s reasonable expenses, including counsel fees, incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.

History. Laws 1997, ch. 190, § 1.

Editor's notes. —

There is no subsection (b) in this section as it appears in the printed acts.

§ 17-16-747. Applicability to foreign corporations.

In any derivative proceeding in the right of a foreign corporation, the matters covered by this subarticle shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation except for W.S. 17-16-743 , 17-16-745 and 17-16-746 .

History. Laws 1997, ch. 190, § 1.

§ 17-16-748. Shareholder action to appoint custodian or receiver.

1. The district court may appoint one (1) or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a corporation in a proceeding by a shareholder where it is established that:
   1. The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or
   2. The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.
2. The court:
   1. May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;
   2. Shall hold a full hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and
   3. Has jurisdiction over the corporation and all of its property, wherever located.
3. The court may appoint an individual or domestic or foreign corporation authorized to transact business in this state as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.
4. The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:
   1. A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and
   2. A receiver:
      1. May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court; and
      2. May sue and defend in the receiver’s own name as receiver in all courts of this state.
5. The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.
6. The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.

History. Laws 2009, ch. 115, § 1.

§ 17-16-801. Requirement for and functions of board of directors.

1. Except as provided in W.S. 17-16-732 , each corporation shall have a board of directors.
2. All corporate powers shall be exercised by or under the authority of the board of directors of the corporation, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under W.S. 17-16-732 .
3. In the case of a public corporation, the board’s oversight responsibilities include attention to:
   1. Business performance and plans;
   2. Major risks to which the corporation is or may be exposed;
   3. The performance and compensation of the chief executive officer;
   4. Policies and practices to foster the corporation’s compliance with law and ethical conduct;
   5. Preparation of the corporation’s financial statements;
   6. The effectiveness of the corporation’s internal controls;
   7. Arrangements for providing adequate and timely information to directors; and
   8. The composition of the board and its committees, taking into account the important role of independent directors.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, §§ 2, 3; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, in (b), added “the board of directors of the corporation,” substituted “shall be managed by or under the direction, and subject to the oversight, of” for “managed under the direction of”; added (c), and made stylistic changes.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Loan not authorized by board not valid debt of corporation. —

See J Bar H, Inc. v. Johnson, 822 P.2d 849, 1991 Wyo. LEXIS 190 (Wyo. 1991).

Loans enforceable where impliedly ratified. —

Loans made by director to corporation were enforceable corporate debts where ratification of transactions by formal board action was not possible but minority shareholder had full knowledge and minority shareholder and corporation impliedly ratified transactions both by acquiescing in them and by accepting benefits thereunder. Lahnston v. Second Chance Ranch Co., 968 P.2d 32, 1998 Wyo. LEXIS 162 (Wyo. 1998).

Corporate president not authorized to execute satisfaction of judgment. —

When a corporation obtained a judgment against its former president for stealing corporate funds, his successor, who was also alleged to have similarly disposed of corporate assets, was not authorized, under Wyo. Stat. Ann. § 17-16-801(b), to execute a satisfaction of the judgment against the former president for no consideration because such acts were not part of the corporation's ordinary business, as it was primarily involved in construction, and the former president was not an innocent third party dealing with the corporation. Woods v. Wells Fargo Bank, 2004 WY 61, 90 P.3d 724, 2004 Wyo. LEXIS 75 (Wyo. 2004), reh'g denied, 2004 Wyo. LEXIS 84 (Wyo. June 22, 2004).

Applied in

Metz Beverage Co. v. Wyo. Beverages, Inc., 2002 WY 21, 2002 Wyo. LEXIS 20 , 39 P.3d 1051 (Wyo. 2002).

Law reviews. —

For comment, “The New Wyoming Statutory Close Corporation Supplement; Should Your Corporation Elect Statutory Close Corporation Status?,” see XXV Land & Water L. Rev. 589 (1990).

For article, “Ethical Considerations When Representing Organizations,” see 3 Wyo. L. Rev. 581 (2003).

§ 17-16-802. Qualifications of directors.

The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

History. Laws 1989, ch. 249, § 1.

§ 17-16-803. Number and election of directors.

1. A board of directors shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
2. The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
3. Directors are elected at the first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered under W.S. 17-16-806 .
4. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time within the minimum and maximum, by the shareholders or the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

Cross references. —

As to voting of shares for directors, see § 17-16-728 .

The 2009 amendment, effective July 1, 2009, rewrote (b) to change the way in which number of directors may be increased or decreased.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

§ 17-16-804. Election of directors by certain classes of shareholders.

If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one (1) or more authorized classes of shares. A class or classes of shares entitled to elect one (1) or more directors is a separate voting group for purposes of the election of directors.

History. Laws 1989, ch. 249, § 1.

§ 17-16-805. Terms of directors generally.

1. The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected.
2. The terms of all other directors expire at the next, or if their terms are staggered in accordance with W.S. 17-16-806 , at the applicable second or third, annual shareholders’ meeting following their election except to the extent:
   1. Provided in W.S. 17-16-1022 if a bylaw electing to be governed by that section is in effect; or
   2. A shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
3. A decrease in the number of directors does not shorten an incumbent director’s term.
4. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected.
5. Despite the expiration of a director’s term, he continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, rewrote (b), which read: “The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under W.S. 17-16-806 .”

§ 17-16-806. Staggered terms for directors.

The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two (2) or three (3) groups, with each group containing one-half (1/2) or one-third (1/3) of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the second group expire at the second annual shareholders’ meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, directors shall be chosen for a term of two (2) years or three (3) years, as the case may be, to succeed those whose terms expire.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, in the first sentence, deleted “If there are three (3) or more directors” at the beginning, substituted “the terms of directors” for “their terms” and added “practicable” at the end.

§ 17-16-807. Resignation of directors.

1. A director may resign at any time by written notice or by electronic transmission delivered to the board of directors, its chairman, or to the corporation.
2. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1; 2009, ch. 115, § 2.

The 2005 amendment, effective July 1, 2005, in (a), inserted “or by electronic transmission delivered” after “written notice,” and made a related change.

The 2009 amendment, effective July 1, 2009, rewrote (b) to expand the description of effective date.

§ 17-16-808. Removal of directors by shareholders.

1. The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
2. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.
3. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
4. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one (1) of the purposes, of the meeting is removal of the director.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “that director” or similar language for “him” throughout the section.

§ 17-16-809. Removal of directors by judicial proceeding.

1. The district court of the county where a corporation’s principal office, or if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by or in the right of the corporation if the court finds that:
   1. The director engaged in fraudulent conduct with respect to the corporation or its shareholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and
   2. Considering the director’s course of conduct and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
2. A shareholder proceeding on behalf of the corporation under subsection (a) of this section shall comply with all of the requirements of W.S. 17-16-740 through 17-16-747 excluding W.S. 17-16-741(a)(i).
3. The court in addition to removing a director may bar the director from reelection for a period prescribed by the court.
4. Nothing in this section limits the equitable powers of the court to order other relief including, but not limited to, an award of expenses.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, rewrote (a) through (c) regarding procedure for removing director; and added (d).

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

§ 17-16-810. Vacancy on board.

1. Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
   1. The shareholders may fill the vacancy;
   2. The board of directors may fill the vacancy; or
   3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
2. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
3. A vacancy that will occur at a later date, by reason of a resignation effective at a later date under W.S. 17-16-807(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, added “and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors” in (b); and deleted “specific” after “occur at a” in (c).

§ 17-16-811. Compensation of directors.

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.

History. Laws 1989, ch. 249, § 1.

§ 17-16-820. Meetings.

1. The board of directors may hold regular or special meetings within or outside of this state.
2. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication, including electronic transmission by which all directors participating may communicate with each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1.

The 2005 amendment, effective July 1, 2005, in (b), inserted “including electronic transmission” after “means of communication.”

§ 17-16-821. Action without meeting.

1. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by the requisite number of members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed by the requisite number of directors, or shall be sent by electronic transmission by the requisite number of directors, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
2. Action taken under this section is the act of the board of directors when one (1) or more consents signed by the requisite number of directors are delivered to the corporation. The consent may specify the time at which the action taken thereunder is to be effective. A director’s consent may be withdrawn by a revocation signed by the director and delivered to the corporation prior to delivery to the corporation of unrevoked written consents signed by the requisite number of directors. If action is taken by less than unanimous written consent of the directors, the corporation shall give the nonconsenting or nonvoting directors written notice of the action not more than ten (10) days after written consents sufficient to take the action have been delivered to the corporation. The notice shall reasonably describe the action taken. The requirement to give the notice shall not delay the effectiveness of actions taken by the written consent, and a failure to comply with the notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a director adversely affected by a failure to give the notice within the required time period.
3. A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.

History. Laws 1989, ch. 249, § 1; 2005, ch. 51, § 1; 2009, ch. 115, § 2.

The 2005 amendment, effective July 1, 2005, in (a), inserted “or shall be sent by electronic transmission by each director” after “by each director” and inserted “shall be” before “included.”

The 2009 amendment, effective July 1, 2009, in (a), substituted “the requisite number of” for “all” in the first sentence, and, in the last sentence, deleted “either manually, or in facsimile” after “taken, signed”, and substituted “the requisite number of directors” for “each director” both times it appears; rewrote (b) to expand the effective date and description of consent; and substituted “action taken at a meeting of the board of directors” for “a meeting vote” in (c).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-822. Notice of meeting.

1. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
2. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two (2) days notice of the date, time and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

History. Laws 1989, ch. 249, § 1.

§ 17-16-823. Waiver of notice.

1. A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.
2. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, deleted “either manually, or in facsimile” after “writing, signed” in (a); and substituted “the director” for “him” after “notice to” in (b).

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

§ 17-16-824. Quorum and voting.

1. Unless the articles of incorporation or bylaws require a greater number or unless otherwise specifically provided in this act, a quorum of a board of directors consists of:
   1. A majority of the fixed number of directors if the corporation has a fixed board size; or
   2. A majority of the number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
2. The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third (1/3) of the fixed or prescribed number of directors determined under subsection (a) of this section.
3. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors.
4. The right to dissent or abstention is not available to a director who votes in favor of the action taken. A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:
   1. The director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting;
   2. The director’s dissent or abstention from the action taken is entered in the minutes of the meeting; or
   3. The director delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

History. Laws 1989, ch. 249, § 1; 1997, ch. 190, § 2; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “The director” or variant for “He” or variant in (d).

§ 17-16-825. Committees.

1. Unless this act, the articles of incorporation or bylaws provide otherwise, a board of directors may create one (1) or more committees and appoint one (1) or more members of the board of directors to serve on any committee.
2. The creation of a committee and appointment of members to it shall be approved by the greater of:
   1. A majority of all the directors in office when the action is taken; or
   2. The number of directors required by the articles of incorporation or bylaws to take action under W.S. 17-16-824 .
3. W.S. 17-16-820 through 17-16-824 apply to committees and their members as well.
4. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under W.S. 17-16-801 .
5. A committee may not, unless specifically authorized by the board of directors:
   1. Authorize or approve distributions except according to a formula or method, or within limits, prescribed by the board of directors;
   2. Approve or propose to shareholders action that this act requires to be approved by shareholders;
   3. Fill vacancies on the board of directors or, subject to subsection (g) of this section, on any of its committees;
   4. Adopt, amend or repeal bylaws.
6. The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in W.S. 17-16-830 .
7. The board of directors may appoint one (1) or more directors as alternate members of any committee to replace any absent or disqualified member during the member’s absence or disqualification. Unless the articles of incorporation or the bylaws or the resolution creating the committee provide otherwise, in the event of the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, unanimously, may appoint another director to act in place of the absent or disqualified member.

History. Laws 1989, ch. 249, § 1; 2004, ch. 130, § 1; 2009, ch. 115, §§ 2, 3.

The 2004 amendment inserted “to” in (e)(ii).

Laws 2004, ch. 130, § 4, makes the act effective immediately upon completion of all acts necessary for a bill to become law as provided by art. 4, § 8, Wyo. Const. Approved March 19, 2004.

The 2009 amendment, effective July 1, 2009, rewrote (a) to change the procedure for creation and membership of committees; deleted “which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors” after “through 17-16-824 ” in (c); rewrote (e)(i), which read: “Authorize distributions.”; rewrote (e)(iii), which read: “Fill vacancies on the board of directors or on any of its committees”; repealed former (e)(iv), which read: “Amend articles of incorporation pursuant to W.S. 17-16-1002 ; repealed former (e)(vi) through (e)(viii) which covered approval of merger plans, reacquisition of shares, and issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of shares”; and added (g).

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Conflicting legislation. —

Laws 2004, ch. 130, § 3, provides: “Any other act adopted by the Wyoming legislature during the same session in which this act is adopted shall be given precedence and shall prevail over the amendments in this act to the extent that such acts are in conflict with this act.”

Meaning of “this act.” —

See note under same catchline following § 17-16-101 .

Am. Jur. 2d, ALR and C.J.S. references. —

Validity of stockholders' agreement allegedly infringing on directors' management powers — modern cases, 15 ALR4th 1078.

§ 17-16-830. General standards for directors.

1. Each member of the board of directors, when discharging the duties of a director, shall act:
   1. In good faith; and
   2. In a manner he reasonably believes to be in or at least not opposed to the best interests of the corporation.
2. The members of the board of directors or a committee of the board, when becoming informed in connection with their decision making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
3. In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality or a professional ethics rule.
4. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in paragraph (f)(i) or (iii) of this section to whom the board may have delegated, formally or informally by course of conduct, the authority or duty to perform one (1) or more of the board’s functions that are delegable under applicable law.
5. In discharging board or committee duties a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f) of this section.
6. A director is entitled to rely in accordance with subsections (d) and (e) of this section on:
   1. One (1) or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;
   2. Legal counsel, public accountants or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:
      1. Within the person’s professional or expert competence; or
      2. As to which the particular person merits confidence; or
   3. A committee of the board of directors of which he is not a member if the director reasonably believes the committee merits confidence.
7. For purposes of subsection (a) of this section, a director, in determining what he reasonably believes to be in or not opposed to the best interests of the corporation, shall consider the interests of the corporation’s shareholders and, in his discretion, may consider any of the following:
   1. The interests of the corporation’s employees, suppliers, creditors and customers;
   2. The economy of the state and nation;
   3. The impact of any action upon the communities in or near which the corporation’s facilities or operations are located;
   4. The long-term interests of the corporation and its shareholders, including the possibility that those interests may be best served by the continued independence of the corporation; and
   5. Any other factors relevant to promoting or preserving public or community interests.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, §§ 2, 3.

The 2009 amendment, effective July 1, 2009, rewrote the section relating to duties of members of the board of directors; added (f) through (j); and made related and stylistic changes.

Editor's notes. —

The subsections in this section have been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

No violation of good faith duty. —

Shareholder's actions, while not ideal, did not violate any possible duty of good faith, and acting in his capacity as an employee, he complied with a non-compete clause in his employment contract by buying it out, the contractually agreed upon method of damage mitigation. Orthopaedics of Jackson Hole v. Ford, 2011 WY 50, 250 P.3d 1092, 2011 Wyo. LEXIS 52 (Mar. 21, 2011).

Cited in

Ravenswood Inv. Co., L.P. v. Bishop Capital Corp., 374 F. Supp. 2d 1055, 2005 U.S. Dist. LEXIS 12932 (2005).

Law reviews. —

For article, “Ethical Considerations When Representing Organizations,” see 3 Wyo. L. Rev. 581 (2003).

§ 17-16-831. Standards of liability for directors.

1. A director shall not be liable to the corporation or its shareholders for any decision to take or not to take action, or any failure to take any action including abstaining from voting after full disclosure, as a director, unless the party asserting liability in a proceeding establishes that:
   1. No defense interposed by the director based on the following precludes liability:
      1. Any provision in the articles of incorporation authorized by W.S. 17-16-202(b)(iv); or
      2. The protection afforded by W.S. 17-16-861 for action taken in compliance with W.S. 17-16-862 or 17-16-863 ; or
      3. The protection afforded by W.S. 17-16-870 ; and
   2. The challenged conduct consisted or was the result of:
      1. Action not in good faith; or
      2. A decision:
         1. Which the director did not reasonably believe to be in or at least not opposed to the best interests of the corporation; or
         2. As to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or
      3. Lack of objectivity due to the director’s familial, financial or business relationship with, or a lack of independence due to the director’s domination or control by, another person having a material interest in the challenged conduct:
         1. Which relationship or which domination or control could reasonably be expected to have affected the director’s judgment respecting the challenged conduct in a manner adverse to the corporation; and
         2. After a reasonable expectation to such effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in or at least not opposed to the best interests of the corporation; or
      4. A sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making or causing to be made appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need therefore; or
      5. Receipt of a financial benefit to which the director was not entitled or any other breach of the director’s duties to deal fairly with the corporation and its shareholders that is actionable under applicable law.
2. The party seeking to hold the director liable:
   1. For money damages, shall also have the burden of establishing that:
      1. Harm to the corporation or its shareholders has been suffered; and
      2. The harm suffered was proximately caused by the director’s challenged conduct.
   2. For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever burden of proof may be called for to establish that the payment sought is appropriate in the circumstances; or
   3. For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever burden of proof may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
3. Nothing contained in this section shall:
   1. In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the corporation under W.S. 17-16-861 (b)(iii), alter the burden of proving the fact or lack of fairness otherwise applicable;
   2. Alter the fact or lack of liability of a director under another section of this act, such as the provisions governing the consequences of an unlawful distribution under W.S. 17-16-833 or a transactional interest under W.S. 17-16-861 ; or
   3. Affect any rights to which the corporation or a shareholder may be entitled under another statute of this state or the United States.

History. Laws 2009, ch. 115, § 4.

Editor's notes. —

This section has been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

Effective dates. —

Laws 2009, ch. 115, § 5, makes the act effective July 1, 2009.

§ 17-16-832. [Reserved.]

Editor's notes. —

This section has been renumbered to align with the Model Business Corporations Act as amended through December, 2007, in accordance with 2009 Wyoming Session Laws, Chapter 115, § 4.

§ 17-16-833. Director's liability for unlawful distributions.

1. A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to W.S. 17-16-640 or 17-16-1409(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating W.S. 17-16-640 or 17-16-1409(a) if the party asserting liability establishes that when taking the action the director did not comply with W.S. 17-16-830 .
2. A director held liable under subsection (a) of this section for an unlawful distribution is entitled to:
   1. Contribution from every other director who could be held liable under subsection (a) of this section for the unlawful distribution; and
   2. Recoupment from each shareholder of the pro-rata portion of the amount of the unlawful distribution the shareholder accepted knowing the distribution was made in violation of W.S. 17-16-640 or 17-16-1409(a).
3. A proceeding to enforce:
   1. The liability of a director under subsection (a) of this section is barred unless it is commenced within two (2) years after the date:
      1. On which the effect of the distribution was measured under W.S. 17-16-640(e) or (g);
      2. As of which the violation of W.S. 17-16-640(a) occurred as the consequence of disregard of a restriction in the articles of incorporation; or
      3. On which the distribution of assets to shareholders under W.S. 17-16-1409(a) was made.
   2. Contribution or recoupment under subsection (b) of this section is barred unless it is commenced within one (1) year after the liability of the claimant has been finally adjudicated under subsection (a) of this section.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, rewrote the section, inserting internal references; adding (c)(i) and (c)(ii); and making related and stylistic changes.

Law reviews. —

For comment, “Personal Liability for Directors of Nonprofit Corporations in Wyoming,” see XVIII Land & Water L. Rev. 273 (1983).

Am. Jur. 2d, ALR and C.J.S. references. —

Personal liability of directors on corporate checks issued against insufficient funds, 47 ALR3d 1250.

§ 17-16-840. Required officers.

1. A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
2. The board of directors may elect individuals to fill one (1) or more offices of the corporation. An officer may appoint one (1) or more officers if authorized by the bylaws or the board of directors.
3. The bylaws or the board of directors shall assign to one (1) of the officers responsibility for preparing minutes of the directors’ and shareholders’ meetings and for maintaining and authenticating records of the corporation required to be kept under W.S. 17-16-1601(a) and (e).
4. The same individual may simultaneously hold more than one (1) office in a corporation.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, in (b), added the first sentence, and deleted “or assistant officers” after “more officers” in the last sentence; in (c), substituted “assign” for “delegate,” added “maintaining and” and “required to be kept under W.S. 17-16-1601(a) and (e)”; and made stylistic changes.

§ 17-16-841. Functions of officers.

Each officer has the authority and shall perform the functions set forth in the bylaws or, to the extent consistent with the bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.

History. Laws 1989, ch. 249, § 1; 2009, ch. 115, § 2.

The 2009 amendment, effective July 1, 2009, substituted “functions” for “duties” wherever it appears.

Applied in

Metz Beverage Co. v. Wyo. Beverages, Inc., 2002 WY 21, 2002 Wyo. LEXIS 20 , 39 P.3d 1051 (Wyo. 2002).

Cited in

Squaw Mt. Cattle Co. v. Bowen, 804 P.2d 1292, 1991 Wyo. LEXIS 17 (Wyo. 1991).