Wyoming § 17-16-1402 Dissolution by board of directors and
shareholders

Wyoming Statutes

§ 17-16-1402 — Dissolution by board of directors and shareholders

Wyoming § 17-16-1402

Title 17Corporations, Partnerships and Associations

Ch. 16WYOMING BUSINESS CORPORATION ACT

Art. 14DISSOLUTION

This text of Wyoming § 17-16-1402 (Dissolution by board of directors and shareholders) is published on Counsel Stack Legal Research, covering Wyoming primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wyo. Stat. Ann. § 17-16-1402 (2026).

Text

(a)A corporation's board of directors may propose dissolution for submission to the shareholders.

(b)For a proposal to dissolve to be adopted:

(i)The board of directors shall recommend dissolution to the shareholders, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(ii)The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (e) of this section.

(c)The board of directors may condition its submission of the proposal for dissolution on any basis.

(d)The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance

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(a) A corporation's board of directors may propose
dissolution for submission to the shareholders.
(b) For a proposal to dissolve to be adopted:
(i) The board of directors shall recommend
dissolution to the shareholders, unless the board of directors
determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders; and
(ii) The shareholders entitled to vote shall approve
the proposal to dissolve as provided in subsection (e) of this
section.
(c) The board of directors may condition its submission of
the proposal for dissolution on any basis.
(d) The corporation shall notify each shareholder, whether
or not entitled to vote, of the proposed shareholders' meeting
in accordance with W.S. 17-16-705. The notice shall also state
that the purpose, or one (1) of the purposes, of the meeting is
to consider dissolving the corporation.
(e) Unless the articles of incorporation or the board of
directors, acting pursuant to subsection (c) of this section,
require a greater vote or a vote by voting groups, adoption of
the proposal to dissolve shall require the approval of the
shareholders at a meeting at which a quorum consisting of at
least a majority of the votes entitled to be cast exists.