(a) As used in this chapter: (i) "Charter" means the commissioner's grant of authority to any supervised trust company to act and operate in that capacity; (ii) "Chartered family trust company" means a family trust company that has been granted a charter by the commissioner to act and operate pursuant to this chapter; (iii) "Collateral kinship" means a relationship that is not lineal, but stems from a common ancestor; (iv) "Commissioner" means the state banking commissioner; (v) "Designated relative" means: (A) With respect to a chartered family trust company, the individual, whether living or deceased, who is listed as the designated relative in a charter application for a charter under this chapter. A chartered family trust company may have no more than two (2) designated relatives; (B) With respect to a private family trust company, the person, whether living or deceased, who is listed as the designated relative in a written document by the private family trust company that is maintained with the private family trust company records. A private family trust company may have no more than one (1) designated relative. (vi) "Family affiliate" means a corporation, partnership, limited liability company or other entity with respect to which one (1) or more family members own, directly or indirectly, more than fifty percent (50%) of the entity or possess, directly or indirectly, the power to direct or cause the direction of the entity's management and policies, whether through the ownership of voting securities, by contract, power of direction or otherwise; (vii) "Family member" means: (A) Each designated relative; (B) Any person within the tenth degree of lineal kinship of a designated relative; (C) Any person within the ninth degree of collateral kinship of a designated relative; (D) The spouse and any former spouse of the designated relative or of any person qualifying as a family member pursuant to subparagraph (B) or (C) of this paragraph; (E) Any person within the fifth degree of lineal kinship of a spouse or former spouse specified in subparagraph (D) of this paragraph; (F) A family affiliate and the officers, managers and directors of a family affiliate; (G) A key employee of a family affiliate or former key employee of a family affiliate; (H) A trust established or funded by any one (1) or more family members or any trustee, advisor or other person assisting with the administration of the trust; (J) A trust established or funded by a person who is not a family member if the noncharitable beneficiaries consist entirely of one (1) or more family members; (K) A charitable trust, entity or other organization of which one (1) or more family members is a settlor, incorporator, organizer, member of the board of directors, trustee or a donor of a substantial portion of its assets; (M) For purposes of this definition: (I) A legally adopted person shall be treated as a natural child of the adoptive parents; (II) A stepchild shall be treated as a natural child of the family member who is or was the stepparent of that child; (III) A foster child or an individual who was a minor when a family member became his or her legal guardian shall be treated as a natural child of the family member appointed as foster parent or guardian; (IV) Children of a spouse of a family member shall be treated as a natural child of that family member; (V) Each key employee, spouse of a key employee, former key employee and spouse of a former key employee shall be treated as a natural child of the ninth degree of lineal kinship of the designated relative; and (VI) Degrees are calculated by adding the number of steps from the designated relative through each person to the family member either directly, in case of lineal kinship, or through the common ancestor, in the case of collateral kinship. (viii) "Family trust company" means a chartered family trust company or a private family trust company that engages in trust company business exclusively for one (1) or more family members and does not engage in trust company business with the general public; (ix) "Fiduciary" means acting as executor, administrator, guardian or conservator of an estate or as an assignee, receiver or trustee or acting in any other fiduciary or representative capacity; (x) "Key employee" means a natural person, including any spouse of an officer, manager or director who holds a joint, community property or other similar shared ownership interest with that officer, manager or director, who is an executive officer, director, manager, trustee, general partner or person serving in a similar capacity for a family affiliate who, in connection with his regular functions or duties, participates in the investment activities of a family affiliate, provided that the person has been performing functions and duties for or on behalf of a family trust company for at least twelve (12) months. For purposes of this definition, a family trust company may designate as a key employee an individual who is a former employee of the family trust company; provided, however, that the number of persons designated as key employees shall not exceed twenty (20) within the trust; (xi) "Lineal kinship" means a family member who is in the direct line of ascent or descent from a designated relative; (xii) "Organizational instrument" means the articles of incorporation for a corporation or the articles of organization for a limited liability company; (xiii) "Private family trust company" means a family trust company that is not a chartered family trust company and is not subject to regulation by the Wyoming division of banking; (xiv) "Public trust company" means a trust company that has been granted a charter by the commissioner to engage in trust company business with the general public; (xv) "Supervised trust company" means any public trust company or chartered family trust company but does not include a private family trust company; (xvi) "Trust company" means a corporation or limited liability company that is incorporated or organized in this state or a foreign corporation or limited liability company that is qualified to do business in this state and that is engaged in trust company business; (xvii) "Trust company branch" means a place of business within this state that engages in trust company business; (xviii) "Trust company business" means the holding out by a person, by advertising, solicitation or other means, that such person is available to act as a fiduciary in this state and accepting and undertaking to act as a fiduciary in the regular course of its business. For purposes of this chapter, a person or entity does not engage in trust company business solely by: (A) Rendering services as an attorney-at-law in the performance of his duties; (B) Acting as trustee under a deed of trust made only as security for the payment of money or for the performance of another act; (C) Acting as a trustee in bankruptcy or as a receiver; (D) Holding trusts of real estate for the primary purpose of subdivision, development or sale or to facilitate any business transaction with respect to such real estate, provided the person is not regularly engaged in the business of acting as a trustee for such trusts; (E) Holding assets as trustee of trusts created for charitable purposes; (F) Receiving rents and proceeds of sale as a licensed real estate broker on behalf of a principal; (G) Engaging in securities transactions as a dealer or salesman registered under W.S. 17-4-101 through 17-4-701; (H) Acting as guardian, conservator, special conservator, trustee or personal representative pursuant to a court order or other statutory authority; (J) Acting as trustee of a statutory trust created under the Wyoming Statutory Trust Act; (K) Acting as a custodian, unless the activities involve a substantial exercise of discretion as determined by the commissioner; or (M) Acting as a trust advisor or trust protector, as defined in W.S. 4-10-103(a). (xix) "Trust service office" means any other office or other place of business where the supervised trust company exercises its administrative duties but does not conduct trust company business.

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13-5-302. Naming convention; advertisement of trust company.

(a) Except as provided in subsection (b) of this section, no person or entity shall advertise, issue or circulate any paper or exhibit any sign, using the term "trust company" unless the person or entity has fully complied with this chapter and has qualified as a supervised trust company. (b) No person or entity wishing to organize as a private family trust company shall use the term "trust company" in its name without further specifying in its name that the entity is a "private family trust company." (c) Neither a private family trust company nor a chartered family trust company formed and doing business under the laws of this state or any other state shall advertise its services to the public.

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13-5-303. Trust company organized as limited liability company; applicability.

A trust company organized as a limited liability company shall be subject to all of the same laws and regulations that relate to a trust company organized as a corporation. All managers, officers and employees of a trust company organized as a limited liability company shall be subject to the same duties and liabilities that apply to directors, officers and employees of a trust company organized as a corporation. Any reference made in this chapter only to a corporation, director or shareholder shall also apply to a limited liability company, manager or member.

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13-5-304. Applicability of chapter.

The Financial Technology Sandbox Act shall apply to this chapter.

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13-5-401. Laws applicable; matters of contract.

(a) In the exercise by a supervised trust company of its powers as guardian, executor, trustee, administrator or conservator, or of any office or duty imposed by any court, the supervised trust company shall be subject to the same responsibilities, liabilities and penalties as an individual acting in like capacity, and the supervised trust company shall have the same powers and shall receive the same compensation as fixed by law for individuals acting in like capacity. (b) The exercise of the other powers and the performance of the other duties by the supervised trust company may be as contracted for by the parties interested. (c) In performing its duties under a trust, a supervised trust company shall be subject to the provisions of W.S. 4-10-801 through 4-10-817.

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13-5-402. Records; retention generally.

Each supervised trust company in this state shall retain its business records for the periods prescribed by W.S. 13-5-403 through 13-5-408.

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13-5-403. Records; permanent records.

Each supervised trust company shall permanently retain the minute books of meetings of its stockholders and directors, its capital stock ledger and capital stock certificate ledger or stubs, its general ledger, or the record kept by the supervised trust company in lieu of a general ledger, its daily statements of condition, if any, and all records which the commissioner requires to be retained permanently.

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13-5-404. Records; records retained three years.

All supervised trust company records pertaining to other parties such as transactional records shall be retained for three (3) years after the completion of the transactions pertaining to the records.

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13-5-405. Records; requirements of state banking commissioner.

All other supervised trust company records shall be retained for the periods prescribed by the commissioner.

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13-5-406. Records; state banking commissioner to issue rules.

(a) The commissioner shall issue rules classifying records kept by supervised trust companies and prescribing the periods for which records of each class shall be retained. The rules shall be reviewed and considered for revision at least once every five (5) years. When issuing rules the commissioner shall consider: (i) Actions and administrative proceedings in which the production of supervised trust company records might be necessary or desirable; (ii) State and federal statutes of limitation applicable to actions or proceedings; (iii) The availability of information contained in supervised trust company records from other sources; (iv) Other matters pertinent to the interests of supervised trust company customers, shareholders and the people of the state of Wyoming.

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13-5-407. Records; duty to produce records.

After the period prescribed for the retention of records of its class the supervised trust company has no duty to produce the record in any action or proceeding if the supervised trust company has disposed of the records.

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13-5-408. Records; reproduction.

Any supervised trust company may cause any of its records including those held by it as a fiduciary, to be photographed, microfilmed, scanned or otherwise reproduced in permanent form. Any photograph, scan or reproduction has the same effect as the original and shall be admitted in evidence in lieu of the original.

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13-5-409. Financial transactions.

(a) Every supervised trust company shall keep all trust funds and investments separate and apart from the assets of the supervised trust company and all investments made by the supervised trust company as a fiduciary shall be designated so that the trust or estate to which such investments belong may be clearly identified. (b) Every supervised trust company holding trust funds awaiting investment or distribution may deposit or leave on deposit such funds with a state or nationally chartered bank or savings and loan association or invest the funds in other cash equivalent investments, including but not limited to uninsured money market funds or United States treasury bills with a duration of twelve (12) months or less. The funds shall not be deposited or left with the same corporation or association depositing or leaving on deposit such funds, nor with a corporation or association holding or owning a majority of the capital stock of the supervised trust company making or leaving the deposit, unless the corporation or association shall first pledge, as security for the deposit, securities eligible for investment by state banks that have a market value equal to that of the deposited funds. No security shall be required with respect to any portion of such deposits which are insured under the provisions of any law of the United States. (c) Every supervised trust company acting in any capacity under a trust, unless the instrument creating the trust provides otherwise, may cause any securities or other property held by it in its representative capacity to be registered in the name of a nominee or nominees of the supervised trust company. (d) Every supervised trust company when acting as depositary or custodian for the fiduciary of a trust, unless the instrument creating the trust provides otherwise, may with the consent of the fiduciary of the trust, cause any securities or other property held by it to be registered in the name of a nominee or nominees of the supervised trust company. (e) Every supervised trust company shall be liable for any loss occasioned by the acts of any of its nominees with respect to securities or other property registered under subsections (c) and (d) of this section. (f) No corporation or the registrar or transfer agent thereof shall be liable for registering or causing to be registered on the books of the corporation any securities in the name of any nominee of a supervised trust company or for transferring or causing to be transferred on the books of the corporation any securities theretofore registered by the corporation in the name of any nominee of a supervised trust company, as provided in this section, when the transfer is made on the authorization of the nominee.

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13-5-410. Powers of the commissioner.

(a) In addition to other powers conferred by this chapter, the commissioner shall: (i) Supervise and examine all supervised trust companies organized under the provisions of this chapter and all supervised trust companies shall be subject to the laws of this state governing banks and other financial institutions in all cases where the laws do not conflict with the provisions of this chapter. The commissioner or a duly appointed examiner shall visit and examine each supervised trust company pursuant to the provisions of this chapter. All supervised trust companies shall file with the commissioner an annual report of the supervised trust company's assets in a form prescribed by the commissioner and other reports as required by the commissioner; (ii) In the exercise of the power to make orders and regulations to implement the provisions of this chapter, the commissioner shall act in the interests of promoting and maintaining a sound trust company system, the security of assets and trust accounts, and the protection of other customers; (iii) Collect from each supervised trust company an amount equal to the total cost of examinations conducted under the authority of this section. The fees and expenses collected shall be remitted to the state treasurer and deposited as provided in subsection (b) of this section and may be expended as provided in that subsection; (iv) On or before January 31 of each year, each supervised trust company shall compute and pay supervisory fees to the commissioner as set forth in the rules and regulations of the commissioner. Except as provided in subsection (b) of this section, the supervisory fees shall provide for the general administration of the laws and regulations governing the supervised trust company industry. The fees shall be established by regulation of the commissioner and shall be adjusted by regulations issued by the commissioner to assure consistency with the cost of supervision. Other fees assessed for administrative services related to activities attributable to a specific supervised trust company shall be used to pay the costs of special services rendered by or at the direction of the commissioner and shall be recovered from the supervised trust company which required the special services. (b) A trust company resolution fund account is established. A portion of each supervisory fee paid pursuant to paragraph (a)(iv) of this section shall be paid to the resolution fund account and shall be used by the commissioner in the event of an involuntary dissolution of a supervised trust company. The amount paid to the resolution fund account shall be established by regulation of the commissioner. All amounts paid shall be remitted to the state treasurer and deposited and credited to the trust company resolution fund account. Expenditures from the account shall be made using warrants drawn by the state auditor, upon vouchers issued and signed by the director of the department of audit or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner in the involuntary dissolution of a supervised trust company.

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13-5-411. Reports to commissioner.

(a) The commissioner may call for special reports verified under oath from any supervised trust company at any time as necessary to inform the commissioner of the condition of the supervised trust company. (b) All reports required of supervised trust companies by the commissioner under this chapter and all materials relating to examinations of supervised trust companies under this chapter shall be subject to the provisions of W.S. 9-1-512.

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13-5-412. Failure to submit required report; fees; regulations.

(a) If a supervised trust company fails to submit any report required pursuant to this chapter or any regulation adopted pursuant thereto within the prescribed period, the commissioner may impose and collect a fee for each day the report is overdue as established by rule of the commissioner. (b) The commissioner shall adopt rules establishing the amount of the fee imposed pursuant to this section.

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13-5-413. Surety bond; pledged investments; investment income; bond or pledge increases; hearings.

(a) Any supervised trust company shall, before transacting any business, pledge or furnish a surety bond to the commissioner to cover costs likely to be incurred by the commissioner in a receivership or liquidation of the supervised trust company should it become unsafe or unsound pursuant to W.S. 13-5-417. The amount of the pledge or the surety bond shall be determined by the commissioner in an amount sufficient to defray the costs of a receivership or liquidation, but shall have a market value of not less than one million dollars ($1,000,000.00). In lieu of a bond, the supervised trust company may irrevocably pledge its capital account to the commissioner. Any investments pledged to the commissioner shall be held in a state or nationally chartered bank or savings and loan association having a principal or branch office in this state and all costs associated with pledging and holding such investments are the responsibility of the supervised trust company. (b) Investments pledged to the commissioner shall be of the same nature and quality as those required for state financial institutions in W.S. 9-4-805. (c) Surety bonds shall run to the state of Wyoming, and shall be approved under the terms and conditions required by W.S. 9-4-804(b) and (c). (d) The commissioner may promulgate rules pursuant to W.S. 13-1-603 to establish additional investment guidelines or investment options for purposes of the pledge or surety bond required by this section. (e) In the event of a receivership of a supervised trust company as provided in W.S. 13-5-417, the commissioner may, without regard to priorities, preferences or adverse claims, reduce the pledged investments to cash as soon as practicable with court approval, and utilize the cash to defray the costs associated with the receivership. (f) Income from investments pledged under this section shall be paid to the supervised trust company unless the court places the supervised trust company in receivership. (g) Upon evidence that the current bond or investment pledge is insufficient, the commissioner may require any supervised trust company to increase its investment pledge or surety by providing no less than thirty (30) days written notice to the supervised trust company. The supervised trust company to which notice is given may request a hearing in writing no more than thirty (30) days after receiving notice of the proposed increase. Any hearing before the commissioner shall be held pursuant to the Wyoming Administrative Procedure Act.

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13-5-414. Fidelity bonds; insurance.

(a) The directors or managers of a supervised trust company shall obtain fidelity bonds of not less than one million dollars ($1,000,000.00) providing coverage for any active officers, managers, members acting in a managerial capacity and employees, whether or not they receive a salary or other compensation from the supervised trust company, to indemnify the supervised trust company against loss because of any dishonest, fraudulent or criminal act or omission by any of the persons bonded, acting alone or in combination with any other person. The bonds may be in any form and may be paid for by the supervised trust company. (b) A supervised trust company may also procure property and casualty insurance of a nature and with such coverage amounts as the supervised trust company deems advisable.

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13-5-415. Suspension or revocation of charter.

(a) The commissioner may suspend or revoke the charter of a supervised trust company if, after notice and opportunity for a hearing, the commissioner determines that: (i) The supervised trust company has failed or refused to comply with any order issued pursuant to W.S. 13-10-201 through 13-10-209; (ii) The supervised trust company's application for charter contained a false representation or omission of a material fact; or (iii) Any officer or agent of the supervised trust company, in connection with an application for a charter knowingly made a false representation of a material fact or failed to disclose a material fact to the state banking board, the commissioner or the duly authorized agent of the board or commissioner.

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13-5-416. Continuing jurisdiction.

If the certificate of a supervised trust company is surrendered, suspended or revoked, the supervised trust company shall continue to be subject to the provisions of this chapter for so long as it acts as a fiduciary with respect to any trust business previously undertaken.

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13-5-417. Insolvency; unsafe condition; receivership.

(a) If the commissioner finds a deficiency in capital or other unsafe or unsound condition of a supervised trust company that has not been remedied within the time prescribed under an order of the commissioner issued pursuant to W.S. 13-10-201 through 13-10-209, or if the supervised trust company is insolvent, the commissioner shall apply to the district court, in the county in which the principal office of the supervised trust company is located, to be appointed receiver for the liquidation or rehabilitation of the supervised trust company. The expense of the receivership shall be paid out of the assets of the supervised trust company. (b) A supervised trust company is insolvent when any of the following conditions exist: (i) When the actual cash market value of a supervised trust company's assets is less than its liabilities; (ii) When a supervised trust company fails to pay, in the manner commonly accepted by business practices, its obligations when due. (c) A supervised trust company is operating in an unsafe and unsound condition when any of the following conditions exist: (i) A supervised trust company fails to safely manage its operations and provide fair and equitable services to its trust customers; (ii) It fails to effectively manage and monitor its operational and financial risks. (d) Title to all of the supervised trust company's assets shall vest in the commissioner upon appointment by the court pursuant to subsection (a) of this section of the commissioner as receiver, without the execution of any instrument of conveyance, assignment, transfer or endorsement. (e) Subject to the approval of the appointing court, as receiver, the commissioner shall have all of the following powers: (i) To take possession of all books, records of account and assets of the supervised trust company; (ii) To collect debts, claims and judgments belonging to the supervised trust company and to take any other action necessary to preserve and liquidate the assets of the supervised trust company; (iii) To appoint a special assistant to take charge of the affairs of the supervised trust company. The special assistant shall qualify, give bond, and receive compensation in the same manner as the commissioner acting as a receiver, but compensation for the special assistant shall be paid by the supervised trust company being liquidated or rehabilitated; (iv) To execute in the name of the supervised trust company any instrument necessary or proper to effectuate the receiver's powers or perform its duties as receiver; (v) To initiate, pursue, compromise and defend litigation involving any right, claim, interest or liability of the supervised trust company; (vi) To exercise all fiduciary functions of the supervised trust company as of the date of appointment as receiver; (vii) To borrow money as necessary in the liquidation of the supervised trust company and to secure those borrowings by the pledge or mortgage of assets of the supervised trust company; (viii) To sell any and all assets, to compromise any debt, claim, obligation or judgment due to the supervised trust company, to discontinue any pending action or other proceeding and to sell or otherwise transfer all or any portion of the asset or liabilities of the supervised trust company; (ix) To establish ancillary receivership in any jurisdiction the receiver determines necessary; (x) To distribute assets of the supervised trust company in accordance with court approval after notice to all claimants, beneficiaries, shareholders or members. Subject to the approval of the court, the receiver may make periodic and interim liquidating dividends or payments; and (xi) To take any other action incident to the powers set forth above. (f) If determined by the commissioner to be in the best interests of both the state and the supervised trust company, the commissioner may require the supervised trust company to file a petition under title 11 of the United States Code in lieu of a receivership under this section. If the commissioner has been appointed receiver under this section prior to the filing of a petition under title 11, United States Code, the commissioner shall be discharged from further duties under the receivership after the resolution of any jurisdictional issues at the commencement of a bankruptcy proceeding.

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13-5-418. Order declaring supervised trust company properly wound up and dissolved.

(a) Upon the completion of the liquidation of a trust company pursuant to W.S. 13-5-417, the commissioner shall petition the court for an order declaring the supervised trust company properly wound up and dissolved. (b) After notice and hearing, as ordered by the court, if any, the court shall enter an order declaring the supervised trust company wound up and dissolved. The order shall, to the extent applicable, declare the following: (i) The supervised trust company has been properly wound up; (ii) All known assets of the supervised trust company have been distributed pursuant to W.S. 13-5-417; (iii) The supervised trust company is dissolved; (iv) If there are known debts or liabilities of the supervised trust company, describe the provision made for their payment, setting forth all information necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (c) The order shall confirm a plan by the commissioner for the disposition or maintenance of any remaining real or personal property or other supervised trust company assets. The plan shall include written notice to all known owners or beneficiaries of the supervised trust company's assets, to be sent by first class mail to each person's or entity's address as shown on the records of the supervised trust company. (d) The court may enter additional orders and grant further relief as it determines appropriate upon the evidence submitted. (e) Upon the issuance of the order declaring the supervised trust company dissolved, the existence of the supervised trust company as either a corporation or a limited liability company shall cease, except for purposes of any necessary additional winding up. The commissioner shall promptly file a copy of the order, certified by the clerk of the court, with the secretary of state.

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13-5-419. Voluntary dissolution of supervised trust

company; liquidation; reorganization; application for dissolution; filing fee; filing with secretary of state; revocation of charter. (a) A supervised trust company may voluntarily dissolve in the manner provided herein. Voluntary dissolution shall be accomplished by either liquidating the supervised trust company or reorganizing the supervised trust company into a domestic or foreign corporation, limited liability company, limited partnership or limited liability partnership that does not engage in trust company business. Upon complete liquidation or completion of the reorganization, the commissioner shall revoke the supervised trust company's charter and thereafter the company may not use the word "trust" in its business name or in connection with its business and may not conduct trust company business. (b) A supervised trust company seeking to dissolve its charter either by liquidation or reorganization shall file an application for dissolution with the commissioner accompanied by a filing fee established by rule and regulation of the commissioner. The application shall include a comprehensive plan for dissolution setting forth the proposed disposition of all assets and liabilities, in reasonable detail to effect a liquidation or reorganization. The plan of dissolution shall provide for the discharge or assumption of all of the supervised trust company's known and unknown claims and liabilities and for the transfer of all of its responsibilities as a trustee to a successor trustee or trustees. Additionally, the application for dissolution shall include other evidence, certifications, affidavits, documents or information as the commissioner may require demonstrating how assets and liabilities will be disposed, the timetable for effecting disposition of the assets and liabilities and the applicant's proposal for addressing any claims that are asserted after the dissolution has been completed. The commissioner shall examine the application for completeness and compliance with the requirements of this section, the business entity laws applicable to the required type of dissolution and applicable rules and regulations. The commissioner may conduct a special examination of the applicant for purposes of evaluating the application. (c) If the commissioner finds that the application is incomplete, the commissioner shall return it for completion not later than sixty (60) days after it is filed. If the application is found to be complete by the commissioner, not later than thirty (30) days after it is filed, the commissioner shall approve or disapprove the application. If the commissioner approves the application, the applicant may proceed with the dissolution pursuant to the plan outlined in the application, subject to any conditions the commissioner may prescribe. If the applicant subsequently determines that the plan of dissolution needs to be amended to complete the dissolution, it shall file an amended plan with the commissioner and obtain approval to proceed under the amended plan. If the commissioner does not approve the application or amended plan, the applicant may appeal the decision to the board pursuant to the Wyoming Administrative Procedure Act. (d) Upon completion of all actions required under the plan of dissolution and satisfaction of all conditions prescribed by the commissioner, the applicant shall submit a written report of its actions to the commissioner. The report shall contain a certification made under oath that the report is true and correct. Following receipt of the report, the commissioner, no later than sixty (60) days after the filing of the report, shall examine the supervised trust company to determine whether the commissioner is satisfied that all required actions have been taken in accordance with the plan of dissolution and any conditions prescribed by the commissioner. If all requirements and conditions have been met, the commissioner shall notify the applicant in writing that the dissolution has been completed and issue a certificate of dissolution. Upon receiving a certificate of dissolution, the applicant shall surrender its charter to the commissioner. The applicant shall then file articles of dissolution and other documents required by W.S. 17-16-1401 through 17-16-1440 for a corporation or required by W.S. 17-29-701 through 17-29-708 for a limited liability company, in the office of the secretary of state. In the case of reorganization, the applicant shall also file the documents required by the secretary of state to finalize the reorganization. (e) If the commissioner is not satisfied that all required actions under the plan for dissolution or as required by the commissioner have been taken, the commissioner shall notify the applicant not later than thirty (30) days after the examination pursuant to subsection (d) of this section in writing what additional actions shall be taken to be eligible for a certificate of dissolution. The commissioner shall establish a reasonable deadline for the submission of evidence that the additional actions have been taken. The commissioner may extend the deadline for good cause shown. If the applicant fails to file a supplemental report showing that the additional actions have been taken before the deadline, or submits a report that is found not to be satisfactory by the commissioner, the commissioner shall notify the applicant in writing that its voluntary dissolution is not approved, and the applicant may appeal the decision to the board pursuant to the Wyoming Administrative Procedure Act. (f) The commissioner may adopt rules pursuant to W.S. 13-1-603 to carry out the requirements of this section.

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13-5-420. Willful neglect to perform duties imposed by law

or failure to conform to material lawful requirement made by commissioner; removal. (a) Each officer, director, manager, member, employee or agent of a supervised trust company, following written notice from the commissioner sent by certified mail, is subject to removal upon order of the commissioner if he knowingly or willfully fails: (i) To perform any duty required by this chapter or other applicable law; or (ii) To conform to any rule, regulation or requirement of the commissioner.

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13-5-421. Change in place of business.

(a) Any supervised trust company may apply in writing to the commissioner for permission to change its place of business to any other municipality in the state. The application shall be accompanied by a fee established by rule of the commissioner and shall state the reasons for the proposed change, be signed by a majority of its board of directors and accompanied by the written assent to the application by the stockholders owning at least two-thirds (2/3) of its stock. The application fee shall be deposited by the commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the director or commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner under this chapter. (b) If the commissioner finds that the change of location may be desirable and in the supervised trust company's best interests, he shall grant a certificate authorizing the change of location.

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13-5-422. Amendment to organizational instrument.

(a) A supervised trust company may amend its organizational instrument pursuant to the requirements of W.S. 17-16-1001 through 17-16-1009 for a corporation or W.S. 17-29-202 for a limited liability company. The articles of amendment shall be executed in triplicate with an executive officer executing in the place of the corporate secretary. Notice of the shareholders' meeting to vote on a proposed amendment shall be given as provided by the bylaws of the supervised trust company. (b) Triplicate originals of the articles of amendment shall be delivered to the commissioner together with a fee required for filing documents with the secretary of state. If the commissioner finds that the articles of amendment do not conform to law he shall return them to the corporation. If the commissioner finds that the articles of amendment conform to the law he shall endorse on the articles of amendment his certificate of approval together with the word "filed" and the month, day and year of filing, and he shall file one (1) of the triplicate originals in his office and one (1) in the office of the secretary of state. The commissioner shall issue a certificate of amendment, affix it to the third triplicate original of the articles of amendment and return it to the corporation or its representatives. (c) Upon the issuance of the certificate of amendment by the commissioner, the amendment is effective and the organizational instrument shall be amended accordingly.

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13-5-423. Liability of directors, managers and officers.

(a) Except as provided in this section, no director, manager or officer of any supervised trust company may be held individually liable to any person for participating in or consenting to any act or failure to act in the conduct of trust company business unless the act or failure to act: (i) Constitutes misconduct, a breach of duty or a failure to perform that is: (A) Criminal, unless the director, manager or officer had a good faith and reasonable belief that the conduct was lawful; or (B) Willful, reckless or undertaken in bad faith that resulted in fraud, self-dealing or unlawful personal benefit. (ii) Is a proximate cause of the damage incurred; and (iii) Is established by clear and convincing evidence. (b) No director, manager or officer of any supervised trust company shall incur any individual liability that exceeds subsection (a) of this section unless that individual liability is expressly authorized under the organizational instrument, governing documents, resolutions of the supervised trust company or by a valid written agreement between the director, manager or officer incurring individual liability and the parties in controversy. (c) This chapter shall not supersede, modify or supplement the standards of conduct and indemnity provisions for directors, managers and officers under the Wyoming Business Corporation Act and the Wyoming Limited Liability Company Act.

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13-5-424. Establishment of trust service offices; application.

(a) After first applying for and obtaining the approval of the commissioner, one (1) or more trust service offices may be established and operated by a supervised trust company organized under the laws of this state. An application to establish and operate a trust service office or to relocate an existing trust service office shall be submitted and approved by way of the procedure set forth in W.S. 13-5-508. (b) A supervised trust company may establish a trust service office in another state, territory or district and may conduct any activities at that office that are permissible for a supervised trust company under the laws of that state, territory or district, subject to the laws of this state and subject to the rules and regulations of the commissioner. (c) After giving notice to the commissioner, a trust company, established and chartered under the laws of another state and which qualifies as a supervised trust company for the purposes of this chapter, may establish and operate a trust service office in this state if the company's home state does not prohibit a Wyoming supervised trust company from establishing a trust service office in that state.

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13-5-425. Establishment of trust company branches; application; fee; activities; examination; criteria.

(a) With prior approval of the commissioner a supervised trust company may establish and operate one (1) or more branches at any location in this state. (b) All applications for establishing and operating a branch shall be filed with the commissioner and be accompanied by a filing fee established by rule of the commissioner. The application shall be signed by the chief executive officer of the applicant supervised trust company and contain and be accompanied by the following information: (i) Name and address of the applicant supervised trust company; (ii) Exact location of the proposed branch; (iii) Certification of publication of notice of the application at least one (1) time in a newspaper of general circulation in the county in which the proposed branch will be located; (iv) Other information as the commissioner may require in order to determine if the requirements of this section are met. (c) The commissioner shall issue a certificate of authority for the branch to the applicant supervised trust company within twenty (20) days after receipt of the complete application and fee unless he finds: (i) Establishment or operation of the proposed branch would pose undue risk to the safety and soundness of the supervised trust company; (ii) The name of the proposed branch does not reasonably identify the branch as a branch of the applicant supervised trust company or is likely to unduly confuse the public; or (iii) The applicant supervised trust company has failed to substantially comply with applicable law governing its operation. (d) The certificate of authority expires one (1) year after its issuance unless the branch has opened and business has begun in good faith. (e) The application fee provided by subsection (b) of this section shall be deposited by the commissioner with the state treasurer and credited to the financial institutions administration account. Expenditures shall be made from the account by warrants drawn by the state auditor, upon vouchers issued and signed by the commissioner. Funds from the account shall be expended only to carry out the duties of the commissioner under this chapter. If the application expenses are less than the amount of the fee, the unexpended amount shall remain within the account. (f) Every branch of a supervised trust company in this state shall be licensed by the commissioner before operating, engaging in or conducting trust company business. (g) The commissioner shall fix the amount of the initial license fee and annual renewal fee by rule. (h) An application for an initial branch license shall be submitted to the commissioner in writing in the form and containing the information required by the commissioner. Each licensed branch of a supervised trust company chartered under the laws of this state or of any other state is subject to compliance examinations as the commissioner deems necessary. (j) The activities and operations of a branch are attributable to the applicant supervised trust company for purposes of determining qualification for authority to do business in this state.

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