CHAPTER 16 - Wyoming Business Corporation Act - Domestic Corporations

Wyoming Business Corporation Act

Wyoming Business Corporation Act Wyoming Business Corporation Act

ARTICLE 18 - DOMESTICATION AND CONTINUANCE OF FOREIGN CORPORATIONS; TRANSFER OF DOMESTIC CORPORATIONS

17-16-1801. Domestication of foreign corporations

Any corporation incorporated 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 as described by W.S. 13-1-101(a)(ix) may become a domestic corporation of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign corporation a certificate of domestication which shall continue the corporation as if it had been incorporated under this act. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign corporation and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic corporations under the provisions of the Wyoming Business Corporation Act. A corporation does not become a resident for the purpose of W.S. 16-6-101 through 16-6-118 solely because it becomes a domestic corporation under this section.

17-16-1802. Application for certificate of domestication; articles of domestication

(a) A foreign corporation, 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 incorporation and all amendments thereto or its equivalent basic corporate charter or other authorization, and a certificate of good standing not more than thirty (30) days old;

(ii) The name of the corporation and the jurisdiction under the laws of which it is incorporated;

(iii) The date of incorporation and the period of duration of the corporation;

(iv) The address of the principal office of the corporation and the jurisdiction under the laws of which it is incorporated;

(v) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at that address;

(vi) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state;

(vii) The names and addresses of the directors and officers of the corporation;

(viii) A statement of the aggregate number of shares or other ownership units which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(x) A statement that the corporation accepts the constitution of this state in compliance with the requirement of article 10, section 5 of the Wyoming constitution;

(xi) Any additional information as may be necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of domestication evidencing its authority to transact business in this state, and to determine and assess the fees and license taxes under the laws of this state.

17-16-1810. Continuance of foreign corporations

(a) Subject to subsection (b) of this section, any corporation incorporated for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution as described by W.S. 13-1-101(a)(ix) under the laws of any jurisdiction other than this state may, if the jurisdiction will acknowledge the corporation's termination of domicile in the foreign jurisdiction, apply to the secretary of state for registration under this act, thus continuing the foreign corporation in Wyoming as if it had been incorporated in this state. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued subject to any limitations and conditions and may contain any provisions as may appear proper to the secretary of state.

(b) The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the jurisdiction in which the corporation was previously incorporated.

(c) The articles of continuance filed by a foreign corporation with the secretary of state shall contain:

(i) A certified copy of its original articles of incorporation and all amendments thereto or its equivalent basic corporate charter or other authorization;

(ii) The name of the corporation and the jurisdiction under the laws of which it is incorporated;

(iii) The date of incorporation and the period of duration of the corporation;

(iv) The address of the principal office of the corporation;

(v) The address of the proposed registered office of the corporation in this state and the name of its proposed registered agent in this state at the address;

(vi) The purpose or purposes of the corporation which it proposes to pursue in the transaction of business in this state;

(vii) The names and respective business addresses of the directors and officers of the corporation;

(viii) A statement of the aggregate number of shares or other ownership units which the corporation has authority to issue, itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(ix) A statement of the aggregate number of issued shares or other ownership units itemized by classes, par value of shares, shares without par value and series, if any, within a class;

(x) Such additional information concerning capital structure or financial status as the secretary of state deems necessary to establish fees;

(xi) A statement that the corporation accepts the constitution of this state in compliance with the requirements of article 10, section 5 of the Wyoming constitution;

(xii) Any additional information necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of registration evidencing its authority to transact business in the state and to determine and to assess any fees and taxes under the laws of this state;

(xiii) Any additional information permitted in articles of incorporation under W.S. 17-16-202.

(d) The application shall be executed by the corporation by its president or other officer, director, trustee, manager or person performing functions equivalent to those of a president and who is authorized to execute the application on behalf of the corporation and shall be verified by the officer signing the application.

(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the corporation's articles of incorporation or equivalent basic corporate charter or other authorization, if the variation is one which a corporation incorporated under the Wyoming Business Corporation Act could effect by way of amendment to its articles of incorporation. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of incorporation of the continued corporation. The corporation may elect to incorporate by reference in the articles of continuance its basic corporate charter or other authorization which had been adopted by the corporation in the foreign jurisdiction, in order to permit the same to continue to act as the articles of incorporation of the corporation, provided, however, that such basic corporate charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance.

(f) Except for the purpose of W.S. 16-6-101 through 16-6-118, the existence of any corporation heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the corporation commenced its existence in the jurisdiction in which the corporation was first formed, incorporated or otherwise came into being. The laws of Wyoming shall apply to a corporation continuing under this act to the same extent as if the corporation had been incorporated under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state to the corporation. When a foreign corporation is continued as a corporation under this act, such continuance shall not affect the corporation's ownership of its property or liability for any existing obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative actions, convictions, rulings, orders, judgments, or any other characteristics or aspects of the corporation and its existence.

(g) A share of stock of a foreign corporation issued before the corporation's continuance in Wyoming is deemed to have been issued in compliance with the Wyoming Business Corporation Act and the provisions of the articles of continuance, irrespective of whether the share is fully paid and nonassessable, and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share, and irrespective of whether the certificate is in registered or bearer form. Continuance under this act does not deprive a stockholder of any right or privilege that he claims under, or relieve the stockholder of any liability in respect of, an issued share.

(h) As used in this section, the term "corporation" shall include any incorporated organization, foundation, trust, association, or similar entity which appears to the secretary of state to possess characteristics sufficiently similar to those of a corporation organized under the Wyoming Business Corporation Act.

(j) This act applies to all corporations continued in Wyoming on the effective date of this act. The repeal of any statute or part thereof by this act shall have such effect as is provided in W.S. 17-16-1703.

Wyoming Business Corporation Act Wyoming Business Corporation Act

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