§ 17-16-1114 — Consolidation of domestic and foreign corporations

Wyoming § 17-16-1114

• 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) One (1) or more foreign corporations and one (1) or
more domestic corporations may be consolidated in the following
manner, if the consolidation is permitted by the laws of the
state under which each foreign corporation is organized:
(i) Each domestic corporation shall comply with the
provisions of this act with respect to the consolidation of
domestic corporations and each foreign corporation shall comply
with the applicable provisions of the laws of the state under
which it is organized;
(ii) If the new corporation in a consolidation is to
be governed by the laws of any state other than Wyoming, it
shall comply with the provisions of this act with respect to
foreign corporations if it is to transact business in Wyoming,
and in every case it shall file with the secretary of state of
Wyoming:
(A) An agreement that it may be served with
process in Wyoming in any proceeding for the enforcement of any
obligation of any domestic corporation which is a party to such
consolidation and in any proceeding for the enforcement of the
rights of a dissenting shareholder of any such domestic
corporation against the new corporation;
(B) An irrevocable appointment of the secretary
of state of Wyoming as its agent to accept service of process in
any such proceeding; and
(C) An agreement that it will promptly pay to
the dissenting shareholders of any such domestic corporation the
amount, if any, to which they shall be entitled under the
provisions of this act with respect to the rights of dissenting
shareholders.
Subarticle C. Conversion