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 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 limited liability company a certificate of domestication which shall continue the company as if it had been created under this chapter. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign limited liability company and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic limited liability companies under the provisions of the Revised Uniform Limited Liability Company Act.
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 its equivalent basic charter or other authorization, and a certificate of good standing not more than thirty (30) days old;
(ii) The name of the company and the jurisdiction under the laws of which it is created;
(iii) The date of organization and the period of duration of the company;
(iv) The address of the principal office of the company and the jurisdiction under the laws of which it is created;
(v) The address of the proposed registered office of the company in this state, and the name of its proposed registered agent in this state at that address;
(vi) Repealed By Laws 2014, Ch. 65, § 2.
(vii) Repealed By Laws 2014, Ch. 65, § 2.
(viii) Repealed By Laws 2014, Ch. 65, § 2.
(ix) Repealed By Laws 2014, Ch. 65, § 2.
(x) Any additional information permitted in articles of organization under W.S. 17-29-201.
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 ineffective without the consent of the member, unless:
(i) The company's operating agreement provides for approval of a merger, conversion, continuance, transfer or domestication with the consent of fewer than all the members; and
(ii) The member has consented to the provision of the operating agreement.
(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
17-29-1101. Uniformity of application and construction.
In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
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 rules and regulations necessary to carry out the purposes of this chapter.
17-29-1103. Application to existing domestic limited liability companies.
(a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing for organization of limited liability companies.
(b) For limited liability companies organized in Wyoming prior to the effective date of this chapter, the management provisions contained in former W.S. 17-15-116, the division of profits provisions contained in former W.S. 17-15-119, the distribution of assets upon dissolution provisions contained in former W.S. 17-15-126 and the stated term provisions contained in former W.S. 17-15-107(a)(ii) are continued for a period of four (4) years from the effective date of this chapter unless the limited liability company amends its articles of organization to provide otherwise.
17-29-1104. Applications to qualified foreign limited liability companies.
A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.
(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:
(i) The operation of the statute or any action taken under it before its repeal;
(ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(iii) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or
(iv) Any proceeding or dissolution commenced under the statute before its repeal, and the proceeding or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.
(a) As used in this act:
(i) "Articles of formation" means the articles required by W.S. 17-30-303, including any amendments thereto and restatements thereof;
(ii) "Beneficiary" means a person who is or may be designated as a beneficiary in the operating agreement or in accordance with the operating agreement of a statutory foundation. A "beneficiary" may be any one (1) or more of the following:
(A) A person who has a present or future, vested or contingent interest in the statutory foundation;
(B) If permitted under the terms in the operating agreement, a person designated as a beneficiary of the statutory foundation by the board of directors, at the discretion of the board of directors;
(C) Repealed by Laws 2021, ch. 98, § 2.
(iii) "Certificate of existence" means the certificate issued to a statutory foundation under W.S. 17-30-308;
(iv) "Certificate of registration" means the certificate of registration of a foreign foundation required under W.S. 17-30-1101;
(v) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of a health, governmental, municipal or other purpose, the achievement of which is beneficial to the community;
(vi) "Contributor" means any person, excluding a founder, who contributes property to a statutory foundation;
(vii) "Court" means the district court of the county where a statutory foundation has its registered office or another court of competent jurisdiction which is the most appropriate forum in the circumstances;
(viii) "Financial institution" means a bank, savings and loan association or state chartered credit union;
(ix) "Foreign foundation" means an entity formed under the law of a foreign jurisdiction as a statutory foundation, pursuant to the law of the foreign jurisdiction, or which appears to the secretary of state to possess characteristics sufficiently similar to those of a statutory foundation organized under this act;
(x) "Founder" or "organizer" means one (1) or more persons that acts under W.S. 17-30-303 to form a statutory foundation. The organizer acts on behalf of the founder in forming the statutory foundation and may but not need be one (1) of the founders;
(xi) "Insolvency law" means title 11, United States Code or successor federal statutes of general application;
(xii) "Operating agreement" means the written agreement, whether or not designated as an operating agreement, of a founder or board of directors of a statutory foundation concerning the matters described in W.S. 17-30-309, including any amendments thereto and restatements thereof;
(xiii) "Person" means as defined in W.S. 8-1-102(a)(vi);
(xiv) Repealed by Laws 2021, ch. 98, § 2.
(xv) "Principal office" means the principal executive office of a statutory foundation or a foreign foundation, whether or not the office is located in this state;
(xvi) "Protector" means the person designated as a protector of a statutory foundation under W.S. 17-30-503;
(xvii) "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;
(xviii) "Registered agent" means a person appointed as a registered agent under W.S. 17-28-101 through 17-28-111;
(xix) "Sign" or "signature" shall include any manual, facsimile, conformed or electronic signature;
(xx) "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;
(xxi) "Statutory foundation" means an entity formed or continued under this act;
(xxii) "This act" means W.S. 17-30-101 through 17-30-1102.
(a) This act governs:
(i) The internal affairs of a statutory foundation; and
(ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation.
(b) The transfer of property by a founder or a contributor to the statutory foundation, or any disposition made subject to the terms of the operating agreement of the statutory foundation, shall not be void, voidable, set aside or defective in any manner for any reason, including the following:
(i) The law of a foreign jurisdiction prohibits or does not recognize the concept of a statutory foundation; or
(ii) The statutory foundation, a transfer of property by a founder or a contributor to a foundation or a disposition made subject to the terms of the operating agreement of the statutory foundation avoids or defeats any forced heirship or legitime right, claim or interest under the law of a foreign jurisdiction.
The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to the requirements of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7002, and supersede, modify and limit the requirements of the Electronic Signatures in Global and National Commerce Act.
17-30-201. Nature, purpose and duration of statutory foundations.
(a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons.
(b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual duration.
(c) Except for those purposes provided in subsection (e) of this section, a statutory foundation may be created for any lawful purpose, whether the statutory foundation is for profit or for charitable purposes, as defined in W.S. 17-30-102(a)(v).
(i) Repealed by Laws 2021, ch. 98, § 2.
(ii) Repealed by Laws 2021, ch. 98, § 2.
(d) In addition to those purposes provided in subsection
(c) of this section, a statutory foundation may be organized for the purpose of holding or investing in other entities or assets, including those entities or assets that are the property of the statutory foundation.
(e) A statutory foundation may not be created to act as a financial institution or an insurer, as defined in W.S. 26-1-102(a)(xvi).
(f) The purpose of a statutory foundation shall not be amended or restated unless the articles of formation expressly provide that the purpose of the statutory foundation "may be amended," "may be restated" or include words of similar import or unless an amendment or restatement is required pursuant to a court order.
(a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated charitable purpose cannot be completed or no longer exists, the court may select one (1) or more charitable purposes or beneficiaries. The selection shall be consistent with the intent of the founder to the extent that intent can be ascertained.
(b) A founder, the board of directors or the protector of a statutory foundation formed for a charitable purpose may commence a civil action to enforce the charitable purpose of the statutory foundation.
A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.
(a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise.
(b) After the contribution of initial property to the statutory foundation, and if permitted by the operating agreement of the foundation, additional contributions may be made to the statutory foundation by a founder or any contributor.
(c) The tangible and intangible property of the statutory foundation may include:
(i) Initial contributions of property;
(ii) Additional contributions of property;
(iii) Any accumulated income.
(a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not:
(i) Contain words indicating or implying that the foundation is organized for a purpose other than one (1) or more of the purposes contained in its articles of formation;
(ii) Be the same as, or deceptively similar to in the determination of the secretary of state, any trademark or service mark registered in this state. The name shall be distinguishable by the secretary of state from other business names as provided in W.S. 17-16-401;
(iii) Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, the Wyoming Nonprofit Corporation Act, the Wyoming Limited Liability Company Act or the Wyoming Statutory Trust Act.
(b) Nothing in this article shall prohibit the use of a trade name in accordance with applicable law.
17-30-302. Registered office and registered agent.
(a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S. 17-28-101 through 17-28-111, in this state.
(b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all statutory foundations.
17-30-303. Formation of statutory foundation; articles of formation.
(a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent of appointment signed by a registered agent.
(b) Articles of formation shall state:
(i) The name of the statutory foundation, which shall comply with W.S. 17-30-301; and
(ii) The street address of the statutory foundation's initial registered office and the name of its initial registered agent at that office.
(c) Articles of formation may state:
(i) The names and addresses of the individuals who are to serve as the initial directors;
(ii) The name and address of the individual who is to serve as the initial protector;
(iii) Other provisions not inconsistent with law, which may include:
(A) The purpose for which the statutory foundation is organized;
(B) An express statement that the purpose of the statutory foundation "may be amended", "may be restated" or words of similar import, pursuant to W.S. 17-30-201(f);
(C) A statement of the duration of the statutory foundation;
(D) Any provision under this act that is required or permitted to be stated in the operating agreement.
(d) A statutory foundation is formed when the articles of formation become effective. The filing of articles of formation by the secretary of state is conclusive proof that the organizer has satisfied all conditions required for the formation of a statutory foundation, except in a civil action commenced by the state of Wyoming to terminate a statutory foundation. In that case, a court may require other additional evidence as it determines appropriate.
(e) The articles of formation may be amended or restated only if the articles of formation include an express statement authorizing the amendment or restatement of the articles of formation.
17-30-304. Signing of records to be delivered for filing to secretary of state.
(a) A record delivered to the secretary of state for filing under this act shall be signed as follows:
(i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation shall be signed by a person who has appropriate authority granted by the foundation;
(ii) The initial articles of formation of a statutory foundation shall be signed by at least one (1) person acting as founder or organizer;
(iii) A record filed on behalf of a terminated statutory foundation that has no founders shall be signed by the person winding up the activities of the foundation under article 9 of this chapter, the organizer or another person appointed by the board of directors of the foundation;
(iv) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state or by the person appointed by the board of directors of the statutory foundation.
(b) Any record filed under this act may be signed by an agent.
17-30-305. Delivery to and filing of records by secretary of state; effective time and date.
(a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of state in an authorized medium. The secretary of state shall file the record upon receipt, unless:
(i) The secretary of state determines that a record does not comply with the filing requirements of this act;
(ii) The filing fees required by this act or other provisions of law or past due fees, taxes or penalties have not been paid.
(b) Upon filing the record, the secretary of state shall send a copy of the filed record and a receipt for fees to the person on whose behalf the record was filed.
(c) Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
(d) Except as otherwise provided in this section and W.S. 17-28-103, a record delivered to the secretary of state for filing under this act shall be effective as of the date of filing by the secretary of state.
(e) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.
(a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature.
(b) A statement of correction shall:
(i) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(ii) Specify the inaccurate information and the reason the information is inaccurate or the manner in which the signature was defective; and
(iii) Correct the inaccurate information or defective signature.
(c) When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, except that the statement shall be effective when filed in the context of persons that previously relied on the uncorrected record and would be adversely impacted by retroactive effect.
17-30-307. Liability for inaccurate information in filed record.
(a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from the statutory foundation or foreign foundation if:
(i) The record was delivered for filing on behalf of the statutory foundation or foreign foundation; and
(ii) The statutory foundation or foreign foundation had notice of the inaccuracy for a reasonably sufficient time and was able to correct the record in the period of time before the record was relied upon.
(b) An individual who signs a record authorized or required to be filed with the secretary of state under this act shall affirm, under penalty of perjury, that the information stated in the record is accurate.
(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation.
(b) A certificate of existence shall state:
(i) The name of the statutory or foreign foundation used in this state;
(ii) That the statutory foundation was duly formed under the laws of this state and the date of formation, or that the foreign foundation is registered in this state;
(iii) Whether all fees, taxes and penalties due under this act or under other provisions of law have been paid;
(iv) Whether the most recent annual report required pursuant to W.S. 17-30-703 has been filed by the secretary of state;
(v) Whether the secretary of state has classified the statutory foundation or foreign foundation as delinquent;
(vi) Whether articles of termination were delivered to the secretary of state for filing; and
(vii) Other facts of record maintained by the secretary of state which are specified by the person requesting the certificate of existence.
(c) Subject to any qualification stated in a certificate of existence, a certificate of existence issued by the secretary of state shall be conclusive evidence that the statutory foundation or foreign foundation is in existence.
17-30-309. Operating agreement; scope, function and limitations.
(a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state.
(b) An operating agreement may contain any provision for managing the business and regulating the affairs of the statutory foundation that is not inconsistent with this act, other provisions of law or the articles of formation of the foundation.
17-30-401. Reservation to founder of power to amend, revoke, restate or terminate.
(a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable:
(i) Pursuant to W.S. 17-30-201, the power to amend or restate the articles of formation of a statutory foundation;
(ii) Pursuant to W.S. 17-30-201, the power to amend the purposes of the statutory foundation;
(iii) The power to amend, revoke or restate the terms of the operating agreement of the statutory foundation;
(iv) The power to terminate the statutory foundation.
(b) A founder must expressly reserve those powers specified in paragraphs (a)(i) and (ii) of this section in the articles of formation of the statutory foundation. The founder may expressly reserve those powers specified by paragraphs (a)(iii) and (iv) of this section in the articles of formation.
(c) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise, any powers reserved to a founder in subsection (a) of this section shall lapse on the death, dissolution or termination of the founder.
(d) A founder shall expressly reserve those powers specified in paragraphs (a)(iii) and (iv) of this section in the operating agreement of the statutory foundation.
(a) The heirs, spouse or creditors of a founder shall not:
(i) Amend or restate the articles of formation of a statutory foundation;
(ii) Amend the purpose of a statutory foundation, if any;
(iii) Terminate the statutory foundation.
(a) A statutory foundation shall maintain a board of directors.
(b) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise:
(i) The board of directors of the foundation shall have the authority to exercise all powers of the foundation and to manage foundation affairs;
(ii) The board of directors shall consist of one (1) or more persons;
(iii) One (1) or more founders may be appointed as a director; and
(iv) No director shall simultaneously serve as a director and a protector for the same statutory foundation.
(c) A board of directors shall conduct the affairs of the statutory foundation in accordance with the articles of formation and operating agreement of the statutory foundation, as well as this act and any other applicable provision of law.
(d) Each director shall act:
(i) In good faith; and
(ii) In a manner not opposed to the best interests of the statutory foundation.
(e) An act of a director shall be retroactively valid despite any defect that may be found in:
(i) The appointment of the director; or
(ii) The qualifications of the director.
A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.
(a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose.
(b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protector in relation to that purpose.
(c) Except as otherwise provided by law and by W.S. 17-30-501, a founder or other person may be appointed as the protector of a statutory foundation.
(d) The operating agreement of a statutory foundation may authorize a protector to approve or disapprove any specified action of the board of directors of the statutory foundation.
(a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.
(i) Repealed by Laws 2021, ch. 98, § 2.
(ii) Repealed by Laws 2021, ch. 98, § 2.
(b) Repealed by Laws 2021, ch. 98, § 2.
(c) Repealed by Laws 2021, ch. 98, § 2.
(a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is otherwise affected by a conflict between the fiduciary or personal interests of the director or protector is voidable by a beneficiary affected by the transaction unless:
(i) The transaction was authorized by the terms of the operating agreement;
(ii) The transaction was approved by a court;
(iii) The beneficiary did not commence a judicial proceeding within the time specified by W.S. 4-10-1005;
(iv) The beneficiary consented to the transaction, ratified the transaction or released the director or protector pursuant to W.S. 4-10-1009; or
(v) The transaction involves a contract entered into, or claim acquired by the director or protector, before the person became or contemplated becoming a director or protector.
(a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries.
(b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundation shall not have the right to, or interest in, property of the statutory foundation unless such right or interest arises by express terms stated in the operating agreement of the statutory foundation.
(a) Repealed by Laws 2021, ch. 98, § 2.
(b) Repealed by Laws 2021, ch. 98, § 2.
(c) No creditor of a beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation.
(d) Repealed by Laws 2021, ch. 98, § 2.
(e) Except to the extent otherwise provided in the operating agreement, the transferee of the beneficial interest of a beneficiary in the statutory foundation shall have all the rights and duties of a beneficiary of the statutory foundation, except those provided in subsection (f) of this section.
(f) Except to the extent otherwise provided in the operating agreement, if a beneficiary of a statutory foundation becomes entitled to receive a distribution, the beneficiary has the status of, and is entitled to all remedies available to, a creditor of the statutory foundation with respect to the distribution. The operating agreement may provide for the establishment of record dates with respect to distributions by a statutory foundation.
(g) The operating agreement may authorize the statutory foundation to issue units or shares having the same or separate rights, powers or duties with respect to specified property, payments or other interests of the statutory foundation. The operating agreement may provide the terms or conditions of units or shares issued by the statutory foundation.
(h) A person may receive units or shares issued pursuant to subsection (g) of this section without:
(i) Being or becoming a beneficiary or contributor of the statutory foundation;
(ii) Acquiring any rights or duties of a beneficiary of the statutory foundation; or
(iii) Making or being obligated to make a contribution to the statutory foundation.
(j) No creditor of a holder of units or shares issued by a statutory foundation shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation.
(a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Information regarding beneficiaries other than the beneficiary making a request under this section may be redacted.
(b) Upon written request by a protector, a statutory foundation shall provide all information requested by the protector within a reasonable time. After the death of the last founder of a statutory foundation and if there is no protector, the foundation shall provide all information requested by a beneficiary within a reasonable time, upon written request by a beneficiary.
(c) Except as otherwise provided in this section, no beneficiary shall have the right to receive information related to the administration, operation or affairs of a statutory foundation.