CHAPTER 16 - Wyoming Business Corporation Act Index

ARTICLE 1 - GENERAL PROVISIONS

17-16-101. Short title.

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

17-16-120. Requirements for documents.

17-16-121. Forms.

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

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

17-16-124. Correcting filed document.

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

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

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

17-16-128.Certificate of existence.

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 Repealed by Laws 2008, Ch. 91, 3.

17-16-130. Powers.

17-16-140. Definitions.

17-16-141. Notice.

17-16-142. Number of shareholders.

17-16-143. Qualified director.

17-16-144. Reserved.

ARTICLE 2 - INCORPORATION

17-16-201. Incorporators.

17-16-202. Articles of incorporation.

17-16-203. Incorporation.

17-16-204. Liability for preincorporation transactions.

17-16-205. Organization of corporation.

17-16-206. Bylaws.

17-16-207. Emergency bylaws.

ARTICLE 3 - PURPOSES AND POWERS

17-16-301. Purposes.

17-16-302. General powers.

17-16-303. Emergency powers.

17-16-304. Ultra vires.

ARTICLE 4 - NAME

17-16-401. Corporate name.

17-16-402. Reserved name.

17-16-403. Reserved.

ARTICLE 5 - OFFICE AND AGENT

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

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

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 Repealed by Laws 2008, Ch. 90, 3.

ARTICLE 6 - SHARES AND DISTRIBUTIONS

17-16-601. Authorized shares.

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

17-16-603. Issued and outstanding shares.

17-16-604. Fractional shares.

17-16-620. Subscription for shares before incorporation.

17-16-621. Issuance of shares.

17-16-622. Liability of shareholders.

17-16-623. Share dividends.

17-16-624. Share options.

17-16-625. Form and content of certificates.

17-16-626. Shares without certificates.

17-16-627. Restriction on transfer of shares and other securities.

17-16-628. Expense of issue.

17-16-630. Shareholders' preemptive rights.

17-16-631. Corporation's acquisition of its own shares.

17-16-640. Distributions to shareholders.

ARTICLE 7 - SHAREHOLDERS

17-16-701. Annual meeting.

17-16-702. Special meeting.

17-16-703. Court-ordered meeting.

17-16-704. Action without meeting.

17-16-705. Notice of meeting.

17-16-706. Waiver of notice.

17-16-707. Record date.

17-16-708. Conduct of the meeting.

17-16-720. Shareholders' list for meeting.

17-16-721. Voting entitlement of shares.

17-16-722. Proxies.

17-16-723. Shares held by nominees.

17-16-724. Corporation's acceptance of votes.

17-16-725. Quorum and voting requirements for voting groups.

17-16-726. Action by single and multiple voting groups.

17-16-727. Changing quorum or voting requirements.

17-16-728. Voting for directors; cumulative voting.

17-16-729. Inspectors of election.

17-16-730. Voting trusts.

17-16-731. Voting agreements.

17-16-732. Shareholder agreements.

17-16-740. Subarticle definitions.

17-16-741. Standing.

17-16-742. Demand.

17-16-743. Stay of proceedings.

17-16-744. Dismissal.

17-16-745. Discontinuance or settlement.

17-16-746. Payment of expenses.

17-16-747. Applicability to foreign corporations.

17-16-748. Shareholder action to appoint custodian or receiver.

ARTICLE 8 - DIRECTORS AND OFFICERS

17-16-801. Requirement for and functions of board of directors.

17-16-802. Qualifications of directors.

17-16-803. Number and election of directors.

17-16-804. Election of directors by certain classes of shareholders.

17-16-805. Terms of directors generally.

17-16-806. Staggered terms for directors.

17-16-807. Resignation of directors.

17-16-808. Removal of directors by shareholders.

17-16-809. Removal of directors by judicial proceeding.

17-16-810. Vacancy on board.

17-16-811. Compensation of directors.

17-16-820. Meetings.

17-16-821. Action without meeting.

17-16-822. Notice of meeting.

17-16-823. Waiver of notice.

17-16-824. Quorum and voting.

17-16-825. Committees.

17-16-830. General standards for directors.

17-16-831. Standards of liability for directors.

17-16-832. Reserved.

17-16-833. Director's liability for unlawful distributions.

17-16-840. Required officers.

17-16-841. Functions of officers.

17-16-842. Standards of conduct for officers.

17-16-843. Resignation and removal of officers.

17-16-844. Contract rights of officers.

17-16-850. Subarticle definitions.

17-16-851. Permissible indemnification.

17-16-852. Mandatory indemnification.

17-16-853. Advance for expenses.

17-16-854. Court-ordered indemnification and advance for expenses.

17-16-855. Determination and authorization of indemnification.

17-16-856. Indemnification of officers.

17-16-857. Insurance.

17-16-858. Variation by corporate action; application of subarticle.

17-16-859. Exclusivity of subarticle.

17-16-861. Judicial action.

17-16-862. Directors' action.

17-16-863. Shareholders' action.

17-16-870. Business opportunities.

ARTICLE 10 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

17-16-1001. Authority to amend.

17-16-1002. Amendment before issuance of shares.

17-16-1003. Amendment by board of directors and shareholders.

17-16-1004. Voting on amendments by voting groups.

17-16-1005. Amendment by board of directors.

17-16-1006. Articles of amendment.

17-16-1007. Restated articles of incorporation.

17-16-1008. Amendment pursuant to court-ordered reorganization.

17-16-1009. Effect of amendment.

17-16-1020. Amendment by board of directors or shareholders.

17-16-1021. Bylaw increasing quorum or voting requirement for directors.

17-16-1022. Bylaw provisions relating to the election of directors.

ARTICLE 11 - MERGER, SHARE EXCHANGE, CONSOLIDATION AND CONVERSION

17-16-1101. Reserved.

17-16-1102. Merger.

17-16-1103. Share exchange.

17-16-1104. Action on plan of merger or share exchange.

17-16-1105. Merger between parent and subsidiary or between subsidiaries.

17-16-1106. Articles of merger or share exchange.

17-16-1107. Effect of merger or share exchange.

17-16-1108. Abandonment of a merger or share exchange.

17-16-1110. Consolidation.

17-16-1111. Approval by shareholders; abandonment of plan.

17-16-1112. Articles of consolidation.

17-16-1113. Effect of consolidation.

17-16-1114. Consolidation of domestic and foreign corporations.

17-16-1115. Conversion of corporation to limited liability company.

17-16-1116. Effect of conversion.

ARTICLE 12 - SALE OF ASSETS

17-16-1201. Disposition of assets not requiring shareholder approval.

17-16-1202. Shareholder approval of certain dispositions.

ARTICLE 13 - APPRAISAL RIGHTS

17-16-1301. Definitions.

17-16-1302. Right to appraisal.

17-16-1303. Assertion of rights by nominees and beneficial owners.

17-16-1320. Notice of appraisal rights.

17-16-1321. Notice of intent to demand payment and consequences of voting or consenting.

17-16-1322. Appraisal notice and form.

17-16-1323. Perfection of rights; right to withdraw.

17-16-1324. Payment.

17-16-1325. After-acquired shares.

17-16-1326. Procedure if shareholder dissatisfied with payment or offer.

17-16-1330. Court action.

17-16-1331. Court costs and counsel fees.

17-16-1340. Other remedies limited.

ARTICLE 14 - DISSOLUTION

17-16-1401. Dissolution by incorporators or initial directors.

17-16-1402. Dissolution by board of directors and shareholders.

17-16-1403. Articles of dissolution.

17-16-1404. Revocation of dissolution.

17-16-1405. Effect of dissolution.

17-16-1406. Known claims against dissolved corporation.

17-16-1407. Other claims against dissolved corporation.

17-16-1408. Court proceedings.

17-16-1409. Directors' duties.

17-16-1420. Grounds for administrative dissolution.

17-16-1421. Procedure for and effect of administrative dissolution.

17-16-1422. Reinstatement following administrative dissolution.

17-16-1423. Appeal from denial of reinstatement.

17-16-1430. Grounds for judicial dissolution.

17-16-1431. Procedure for judicial dissolution.

17-16-1432. Receivership or custodianship.

17-16-1433. Decree of dissolution.

17-16-1434. Election to purchase in lieu of dissolution.

17-16-1440. Deposit with state treasurer.

ARTICLE 15 - FOREIGN CORPORATIONS

17-16-1501. Authority to transact business required.

17-16-1502. Consequences of transacting business without authority.

17-16-1503. Application for certificate of authority.

17-16-1504. Amended certificate of authority.

17-16-1505. Effect on certificate of authority.

17-16-1506. Corporate name of foreign corporation.

17-16-1507. Registered office and registered agent of foreign corporation.

17-16-1508. Reserved.

17-16-1509. Reserved.

17-16-1510. Reserved.

17-16-1511. Merger of foreign corporation authorized to transact business in this state.

17-16-1520. Withdrawal of foreign corporation.

17-16-1521. Reserved.

17-16-1522. Reserved.

17-16-1523. Reserved.

17-16-1530. Grounds for revocation.

17-16-1531. Procedure for and effect of revocation.

17-16-1532. Appeal from revocation.

17-16-1533. Applicability of chapter 29 to foreign limited liability companies.

17-16-1534. Applicability of chapter 23 to foreign statutory trust companies.

ARTICLE 16 - RECORDS AND REPORTS

17-16-1601. Corporate records.

17-16-1602. Inspection of records by shareholders.

17-16-1603. Scope of inspection right.

17-16-1604. Court ordered inspection.

17-16-1605. Inspection of records by directors.

17-16-1606. Exception to notice requirement.

17-16-1620. Financial statements for shareholders.

17-16-1621. Reserved.

17-16-1622. Other reports to shareholders.

17-16-1630. Filing of reports and payment of tax required; amount of tax; exemptions; records.

17-16-1631. Repealed By Laws 1997, ch. 192, 3.

17-16-1632. Repealed By Laws 1997, ch. 192, 3.

17-16-1633. Repealed By Laws 1997, ch. 192, 3.

ARTICLE 17 - TRANSITION PROVISIONS

17-16-1701. Application to existing domestic corporations.

17-16-1702. Applications to qualified foreign corporations.

17-16-1703. Saving provisions.

17-16-1704. Reserved.

17-16-1705. Reserved.

17-16-1706. Reserved.

17-16-1720. Transfer of a Wyoming corporation to another jurisdiction.

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

17-16-1801. Domestication of foreign corporations.

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

17-16-1810. Continuance of foreign corporations.

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