Section 17-16-101 – Short Title.
17-16-101. Short title. This act shall be known and may be cited as the “Wyoming Business Corporation Act.”
Section 17-16-102 – Reservation of Power to Amend or Repeal; Applicability.
17-16-102. Reservation of power to amend or repeal; applicability. (a) 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. (b) The Financial Technology Sandbox Act shall apply to this act. […]
Section 17-16-120 – Requirements for Documents.
17-16-120. Requirements for documents. (a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state. (b) This act shall require or permit filing the document in the office of the secretary of state. […]
Section 17-16-121 – Forms.
17-16-121. Forms. (a) 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: (i) An application for a certificate of existence; (ii) A foreign corporation’s application for a certificate of authority […]
Section 17-16-122 – Filing, Service and Copying Fees.
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.
Section 17-16-123 – Effective Time and Date of Document.
17-16-123. Effective time and date of document. (a) 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: (i) As of the time received for filing, as evidenced by such means as the secretary of state may use for the purpose of […]
Section 17-16-124 – Correcting Filed Document.
17-16-124. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed with the secretary of state if the document: (i) Contains an inaccuracy; (ii) Was defectively executed, attested, sealed, verified, or acknowledged; or (iii) The electronic transmission was defective. (b) A document is corrected: (i) By preparing articles of correction that: […]
Section 17-16-125 – Filing Duty of Secretary of State.
17-16-125. Filing duty of secretary of state. (a) 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. (b) The secretary of state files a document by stamping or otherwise endorsing “Filed,” together with his official title […]
Section 17-16-126 – Appeal From Secretary of State’s Refusal to File Document.
17-16-126. Appeal from secretary of state’s refusal to file document. (a) 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 […]
Section 17-16-127 – Evidentiary Effect of Copy of Filed Document.
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.
Section 17-16-128 – Certificate of Existence.
17-16-128. Certificate of existence. (a) 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. (b) A certificate of existence or authorization sets forth: (i) The domestic corporation’s corporate name or the foreign corporation’s corporate name used in […]
Section 17-16-130 – Powers.
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. D. Definitions
Section 17-16-140 – Definitions.
17-16-140. Definitions. (a) In this act: (i) “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 […]
Section 17-16-141 – Notice.
17-16-141. Notice. (a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) 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 […]
Section 17-16-142 – Number of Shareholders.
17-16-142. Number of shareholders. (a) For purposes of this act, the following identified as a shareholder in a corporation’s current record of shareholders constitutes one (1) shareholder: (i) Three (3) or fewer coowners; (ii) A corporation, partnership, trust, estate, or other entity; (iii) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, […]
Section 17-16-143 – Qualified Director.
17-16-143. Qualified director. (a) A “qualified director” is a director who, at the time action is to be taken under: (i) W.S. 17-16-744, does not have: (A) A material interest in the outcome of the proceeding; or (B) A material relationship with a person who has such an interest. (ii) W.S. 17-16-853 or 17-16-855: (A) […]