TITLE 17
CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 1
BUSINESS CORPORATIONS
ARTICLE 1
IN GENERAL
17‑1‑101. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑102. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑103. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑104. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑105. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑106. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑107. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑108. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑109. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑110. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑111. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑112. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑113. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑114. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑115. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑116. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑117. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑118. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑119. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑120. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑121. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑122. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑123. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑124. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑125. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑126. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑127. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑128. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑129. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑130. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑131. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑132. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑133. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑134. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑135. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑136. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑137. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑138. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑139. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑140. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑141. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑142. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑143. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑144. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 2
FORMATION OF CORPORATIONS
17‑1‑201. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑202. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑203. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑204. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑205. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑206. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 3
AMENDMENTS AND REDUCTION OF CAPITAL
17‑1‑301. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑302. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑303. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑304. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑305. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑306. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑307. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑308. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑309. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑310. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑311. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑312. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 4
MERGER AND CONSOLIDATION
17‑1‑401. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑402. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑403. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑404. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑405. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑406. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 5
DISPOSITION OF ASSETS; RIGHTS
OF DISSENTING SHAREHOLDERS
17‑1‑501. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑502. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑503. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑504. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 6
DISSOLUTION
17‑1‑601. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑602. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑603. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑604. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑605. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑606. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑607. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑608. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑609. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑610. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑611. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑612. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑613. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑614. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑615. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑616. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑617. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑618. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑619. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑620. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑621. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑622. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 7
FOREIGN CORPORATIONS GENERALLY
17‑1‑701. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑702. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑703. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑704. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑705. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑706. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑707. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑708. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑709. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑710. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑711. Repealed by Laws 1985, ch. 47, § 2; 1989, ch. 249, § 3.
17‑1‑712. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑713. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑714. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑715. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑716. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑717. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑718. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑719. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 8
CONTINUANCE OF FOREIGN AND DOMESTIC CORPORATIONS
17‑1‑801. Repealed by Laws 1980, ch. 50, § 3.
17‑1‑802. Repealed by Laws 1980, ch. 50, § 3.
17‑1‑803. Renumbered by Laws 1989, ch. 249, § 2.
17‑1‑804. Renumbered by Laws 1989, ch. 249, § 2.
ARTICLE 9
FEES AND CHARGES
17‑1‑901. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑902. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 10
MISCELLANEOUS PROVISIONS
17‑1‑1001. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1002. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1003. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1004. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1005. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1006. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1007. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1008. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1009. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1010. Repealed by Laws 1989, ch. 249, § 3.
17‑1‑1011. Repealed by Laws 1989, ch. 249, § 3.
ARTICLE 11
DOMESTICATION OF FOREIGN CORPORATIONS
17‑1‑1101. Renumbered by Laws 1989, ch. 249, § 2.
17‑1‑1102. Renumbered by Laws 1989, ch. 249, § 2.
CHAPTER 2
ANNUAL REPORTS AND LICENSE TAXES
17‑2‑101. Renumbered by Laws 1989, ch. 249, § 2.
17‑2‑102. Renumbered by Laws 1989, ch. 249, § 2.
17‑2‑103. Renumbered by Laws 1989, ch. 249, § 2.
17‑2‑104. Renumbered by Laws 1989, ch. 249, § 2.
CHAPTER 3
PRACTICE OF PROFESSIONS BY CORPORATIONS
17‑3‑101. Practice of profession through licensed stockholder or employee authorized.
A corporation organized under the Wyoming Business Corporation Act or the Wyoming Statutory Close Corporation Supplement, whose capital stock is owned exclusively by a person or persons licensed to practice a profession by the state of Wyoming or by an agency, office or instrumentality authorized by the laws of Wyoming to license individuals for the practice of such profession, may, by and through the person or persons of such licensed stockholder or stockholders, or licensed employees, practice and offer professional services in such profession.
17‑3‑102. Licensed stockholder or employee subject to certain requirements.
No corporation may offer professional services or practice a profession except by and through the person or persons of its licensed stockholder or stockholders, or licensed employees, each of whom shall retain his professional license in good standing, and shall remain as fully liable and responsible for his professional activities, and subject to all rules, regulations, standards and requirements pertaining thereto, as though practicing individually rather than in a corporation.
17‑3‑103. Words or initials to be contained in corporate name.
The corporate name of every professional corporation shall contain either the words "A Professional Corporation" or the capital initials "P.C.". These words or initials shall be the last word of the name of the professional corporation.
17‑3‑104. Language to be contained in articles of incorporation; location.
The articles of incorporation of a professional practice corporation incorporated after the date of this act shall contain the following language: "All shareholders of the corporation are, and will continually be, licensed in the profession for which the corporation is formed, and no professional service will be offered by the corporation except by or under the supervision of licensed stockholders or licensed employees." This language shall be inserted in the articles immediately after the provisions pertaining to the aggregate number of shares which the corporation is authorized to issue.
CHAPTER 4
SECURITIES
ARTICLE 1
GENERAL PROVISIONS
17‑4‑101. Short title.
This act may be cited as the "Wyoming Uniform Securities Act."
17‑4‑102. Definitions.
(a) In this act, unless the context otherwise requires:
(i) "Administrator" means the secretary of state;
(ii) "Agent" means an individual, other than a broker‑dealer, who represents a broker‑dealer in effecting or attempting to effect purchases or sales of securities or represents an issuer in effecting or attempting to effect purchases or sales of the issuer's securities. But a partner, officer, or director of a broker‑dealer or issuer, or an individual having a similar status or performing similar functions is an agent only if the individual otherwise comes within the term. The term does not include an individual excluded by rule adopted or order issued under this act;
(iii) "Bank" means:
(A) A banking institution organized under the laws of the United States;
(B) A member bank of the federal reserve system;
(C) Any other banking institution, whether incorporated or not, doing business under the laws of a state or of the United States, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to be exercised by national banks under the authority of the comptroller of the currency pursuant to section 1 of Public Law 87‑722 (12 U.S.C. § 92a), and which is supervised and examined by a state or federal agency having supervision over banks, and which is not operated for the purpose of evading this act; and
(D) A receiver, conservator, or other liquidating agent of any institution or firm included in subparagraph (A), (B), or (C) of this paragraph.
(iv) "Broker‑dealer" means a person engaged in the business of effecting transactions in securities for the account of others or for the person's own account. The term does not include:
(A) An agent;
(B) An issuer;
(C) A bank or savings institution if its activities as a broker‑dealer are limited to those specified in subsections 3(a)(4)(B)(i) through (vi), (viii) through (x), and (xi) if limited to unsolicited transactions; 3(a)(5)(B); and 3(a)(5)(C) of the Securities Exchange Act of 1934 (15 U.S.C. §§ 78c(a)(4) and (5)) or a bank that satisfies the conditions described in subsection 3(a)(4)(E) of the Securities Exchange Act of 1934 (15 U.S.C. § 78c(a)(4));
(D) An international banking institution; or
(E) A person excluded by rule adopted or order issued under this act.
(v) "Depository institution" means:
(A) A bank; or
(B) A savings institution, trust company, credit union, or similar institution that is organized or chartered under the laws of a state or of the United States, authorized to receive deposits, and supervised and examined by an official or agency of a state or the United States if its deposits or share accounts are insured to the maximum amount authorized by statute by the federal deposit insurance corporation, the national credit union share insurance fund, or a successor authorized by federal law. The term does not include:
(I) An insurance company or other organization primarily engaged in the business of insurance;
(II) A morris plan bank; or
(III) An industrial loan company that is not an "insured depository institution" as defined in section 3(c)(2) of the Federal Deposit Insurance Act, (12 U.S.C. 1813(c)(2)), or any successor federal statute.
(vi) "Federal covered investment adviser" means a person registered under the Investment Advisers Act of 1940;
(vii) "Federal covered security" means a security that is, or upon completion of a transaction will be, a covered security under section 18(b) of the Securities Act of 1933 (15 U.S.C. § 77r(b)) or rules or regulations adopted pursuant to that provision;
(viii) "Filing" means the receipt under this act of a record by the secretary of state or a designee of the secretary of state;
(ix) "Fraud," "deceit," and "defraud" are not limited to common law deceit;
(x) "Guaranteed" means guaranteed as to payment of all principal and all interest;
(xi) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity:
(A) A depository institution or international banking institution;
(B) An insurance company;
(C) A separate account of an insurance company;
(D) An investment company as defined in the Investment Company Act of 1940;
(E) A broker‑dealer registered under the Securities Exchange Act of 1934;
(F) An employee pension, profit‑sharing, or benefit plan if the plan has total assets in excess of ten million dollars ($10,000,000.00) or its investment decisions are made by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker‑dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;
(G) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars ($10,000,000.00) or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the Employee Retirement Income Security Act of 1974, that is a broker‑dealer registered under the Securities Exchange Act of 1934, an investment adviser registered or exempt from registration under the Investment Advisers Act of 1940, an investment adviser registered under this act, a depository institution, or an insurance company;