(a) Except as otherwise provided in subsection (b) of this section: (i) Any proceeds or other benefits of a derivative action under W.S. 17-29-902, whether by judgment, compromise or settlement, belong to the limited liability company and not to the plaintiff; and (ii) If the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company. (b) If a derivative action under W.S. 17-29-902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees and costs, from the recovery of the limited liability company. ARTICLE 10 - MERGER, CONVERSION, CONTINUANCE, TRANSFER AND DOMESTICATION 17-29-1001. Definitions. (a) As used in this chapter: (i) "Constituent limited liability company" means a constituent organization that is a limited liability company; (ii) "Constituent organization" means an organization that is party to a merger; (iii) "Converted organization" means the organization into which a converting organization converts pursuant to W.S. 17-29-1006; (iv) "Converting limited liability company" means a converting organization that is a limited liability company; (v) "Converting organization" means an organization that converts into another organization pursuant to W.S. 17-29-1006; (vi) "Governing statute" means the statute that governs an organization's internal affairs; (vii) "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, statutory trust, corporation or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit; (viii) "Organizational documents" means: (A) For a domestic or foreign general partnership, its partnership agreement; (B) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (C) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute; (D) For a business or statutory trust, its agreement of trust, declaration of trust or certificate of trust; (E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders which are authorized by its governing statute or comparable records as provided in its governing statute; and (F) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it or are members of it. (ix) "Personal liability" means liability for a debt, obligation or other liability of an organization which is imposed on a person that co-owns, has an interest in or is a member of the organization: (A) By the governing statute solely by reason of the person co-owning, having an interest in or being a member of the organization; or (B) By the organization's organizational documents under a provision of the governing statute authorizing those documents to make one (1) or more specified persons liable for all or specified debts, obligations or other liabilities of the organization solely by reason of the person or persons co- owning, having an interest in or being a member of the organization. (x) "Surviving organization" means an organization into which one (1) or more other organizations are merged whether the organization preexisted the merger or was created by the merger. 17-29-1002. Merger. (a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if: (i) The governing statute of each of the other organizations authorizes the merger; (ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes; (iii) Each of the other organizations complies with its governing statute in effecting the merger; and (iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable. (b) A plan of merger shall be in a record and shall include: (i) The name and form of each constituent organization; (ii) The name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration; (iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and (v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record. 17-29-1003. Action on plan of merger by constituent limited liability company. (a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company. (b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004, a constituent limited liability company may amend the plan or abandon the merger: (i) As provided in the plan; or (ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. 17-29-1004. Filings required for merger; effective date. (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (i) Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and (ii) Each other constituent organization, as provided in its governing statute. (b) Articles of merger under this section shall include: (i) The name and form of each constituent organization and the jurisdiction of its governing statute; (ii) The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect; (iii) The date the merger is effective under the governing statute of the surviving organization; (iv) If the surviving organization is to be created by the merger: (A) If it will be a limited liability company, the company's articles of organization; or (B) If it will be an organization other than a limited liability company, the organizational document that creates the organization that is in a public record. (v) If the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization that are in a public record; (vi) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (vii) If the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing addresses of an office that the secretary of state may use for the purposes of W.S. 17-29-1005(b); and (viii) Any additional information required by the governing statute of any constituent organization. (c) Each constituent limited liability company shall deliver the articles of merger for filing in the office of the secretary of state. (d) A merger becomes effective under this chapter: (i) If the surviving organization is a limited liability company, upon the later of: (A) Compliance with subsection (c) of this section; or (B) Subject to W.S. 17-29-205(c), as specified in the articles of merger; or (ii) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization. (e) If the secretary of state finds that the articles of merger comply with the requirements of law, that all required fees have been paid and a certificate has been requested, he shall issue a certificate of merger. 17-29-1005. Effect of merger. (a) When a merger becomes effective: (i) The surviving organization continues or comes into existence; (ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization; (iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization; (v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization; (vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of (ix) If the surviving organization is created by the merger: (A) If it is a limited liability company, the articles of organization becomes effective; or (B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection. 17-29-1006. Conversion. An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes. 17-29-1007. Reserved. 17-29-1008. Reserved. 17-29-1009. Effect of conversion. (a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes. (b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection. 17-29-1010. Continuance. (a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization's domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. 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 continuing the organization in Wyoming as if it had been organized as a limited liability company in this state. The certificate of registration may be subject to any limitations and conditions 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 foreign jurisdiction in which the organization was previously organized. (c) The articles of continuance filed by a foreign organization with the secretary of state shall contain: (i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter; (ii) The names of the organization and the foreign jurisdiction in which it has previously been lawfully organized; (iii) The date of organization; (iv) The address of its principal mailing address; (v) The name and address of the proposed registered agent in this state; (vi) Reserved; (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. W.S. 17-29-201. (d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the organization. (e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the organization's articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Revised Uniform Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued organization. The organization may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic 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 organization heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the organization commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to an organization continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign organization is continued under this act, the continuance shall not affect the ownership of its property, or its liability for any existing obligations, causes of action, claims, pending or threatened prosecution or civil or administration actions, convictions, rulings, orders or judgments. (g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership. 17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction. (a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following: (i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction; (ii) A statement of the jurisdiction to which the limited liability company is to be transferred; (iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer; (iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and (v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer. (b) The secretary of state shall require that the limited liability company maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he considers appropriate for the protection of creditors, including the provision of notice to the public of the application described in subsection (a) of this section, the provision of a bond or a deposit of funds in an appropriate depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer. (c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the limited liability company is transferred. (d) Upon issuance of a certificate of transfer, the limited liability company shall be continued as if it had been organized under the laws of the other jurisdiction and becomes a limited liability company under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration. (e) Every limited liability company organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of sixty dollars ($60.00). (f) A resolution to transfer the limited liability company to another jurisdiction shall be adopted by the members. (g) The limited liability company may represent to the proper officer of the jurisdiction to which the limited liability company is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the limited liability company to be accepted in that jurisdiction, provided that the limited liability company may not misrepresent the requirements or effects of the provisions of this section. 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. 17-29-1015. Article not exclusive. This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter. ARTICLE 11 - MISCELLANEOUS PROVISIONS 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. 17-29-1102. Secretary of state powers. 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. 17-29-1105. Saving provisions. (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. CHAPTER 30 - WYOMING STATUTORY FOUNDATION ACT
‹ Prev All Wyoming sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.