§ 17-16-1105 — Merger between parent and subsidiary or between subsidiaries

Wyoming § 17-16-1105

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 11: MERGER, SHARE EXCHANGE, CONSOLIDATION AND

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(a) A domestic parent corporation that owns shares of a
domestic or foreign subsidiary corporation that carry at least
eighty percent (80%) of the voting power of each class and
series of the outstanding shares of a subsidiary that have
voting power may merge the subsidiary into itself or into
another such subsidiary, or merge itself into the subsidiary,
without approval of the board of directors or shareholders of
the subsidiary, unless the articles of incorporation of any of
the corporations otherwise provide, and unless, in the case of a
foreign subsidiary, approval by the subsidiary's board of
directors or shareholders is required by the laws under which
the subsidiary is organized.
(b) If under subsection (a) of this section approval of a
merger by the subsidiary's shareholders is not required, the
parent corporation shall, within ten (10) days after the
effective date of the merger, notify each of the subsidiary's
shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b) of this
section, a merger between a parent and a subsidiary shall be
governed by the provisions of this article applicable to mergers
generally.