17-29-1001. Definitions. (a) As used in this chapter: (i) “Constituent limited liability company” means a constituent organization that is a limited liability company; (ii) “Constituent organization” means an organization that is party to a merger; (iii) “Converted organization” means the organization into which a converting organization converts pursuant to W.S. 17-29-1006; (iv) “Converting limited liability […]
17-29-1002. Merger. (a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) The merger is not expressly prohibited by the law of […]
17-29-1003. Action on plan of merger by constituent limited liability company. (a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company. (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of […]
17-29-1004. Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and (ii) Each other constituent organization, as provided in its governing statute. (b) Articles of merger under this […]
17-29-1005. Effect of merger. (a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (iv) All […]
17-29-1006. Conversion. An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization’s governing statutes.
17-29-1009. Effect of conversion. (a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization’s governing statutes. (b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this […]
17-29-1010. Continuance. (a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization’s domicile has terminated in the foreign […]
17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction. (a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to […]
17-29-1012. Domestication of foreign limited liability companies. Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution may become a domestic limited liability company of this state by […]
17-29-1013. Application for certificate of domestication; articles of domestication. (a) A foreign limited liability company, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth: (i) A certified copy of its original articles of organization and all amendments thereto or […]
17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications. (a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, continued, transferred or domesticated organization, approval or amendment of a plan of merger, conversion, continuance, transfer or domestication are […]
17-29-1015. Article not exclusive. This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.
