§ 17-16-1720 — Transfer of a Wyoming corporation to another jurisdiction

Wyoming § 17-16-1720

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 17: TRANSITION PROVISIONS

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(a) A corporation incorporated, domesticated or continued
under this act may, if authorized by resolution duly adopted as
set forth in subsection (g) 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 corporation immediately prior to
the transfer, and if that name is unavailable for use in the
foreign jurisdiction or the corporation desires to change its
name in connection with the transfer, the name by which the
corporation will be known in the foreign jurisdiction;
(ii) A statement of the jurisdiction to which the
corporation is to be transferred;
(iii) A statement that the corporation shall
surrender its certificate of incorporation under this act upon
the effectiveness of the transfer;
(iv) A statement that the transfer was duly approved
by the directors and the shareholders in the manner required
under subsection (g) of this section; and
(v) Any other terms and conditions of the transfer,
including any desired amendments to the articles of
incorporation of the corporation following its transfer.
(b) The secretary of state shall require that the
corporation 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 and stockholders, 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 corporation
is transferred.
(d) Upon issuance of a certificate of transfer, the
corporation shall be continued as if it had been incorporated
under the laws of the other jurisdiction and becomes a
corporation under the laws of the other jurisdiction upon
issuance by such jurisdiction of a certificate of registration.
(e) Every corporation 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) Repealed By Laws 2009, Ch. 115, § 3.
(g) A resolution to transfer the corporation to another
jurisdiction shall be adopted by the board of directors, and
shall thereafter be submitted to the shareholders for their
approval. The board of directors shall also transmit to the
shareholders a recommendation that the shareholders approve the
resolution, unless the board of directors makes a determination
that because of conflicts of interest or other special
circumstances it should not make such a recommendation, in which
case the board of directors shall transmit to the shareholders
the basis for that determination. The board of directors may
condition its submission of the resolution to the shareholders
on any basis. If the approval of the shareholders is to be
given at a meeting, the corporation shall notify each
shareholder, whether or not entitled to vote, of the meeting of
shareholders at which the resolution for transfer is to be
submitted for approval. The notice shall contain or be
accompanied by a copy or summary of the resolution and of the
articles of incorporation of the corporation as they will be in
effect in the new jurisdiction immediately after the transfer.
Unless the articles of incorporation or the board of directors
requires a greater vote or a greater number of votes to be
present, approval of the resolution requires the affirmative
vote of a majority of the shareholders at a meeting at which a
quorum, consisting of a majority of the votes entitled to be
cast, is present, and, if any class or series of shares is
entitled to vote as a separate group on the resolution, the
approval of each such separate voting group at a meeting at
which a quorum of the voting group consisting of at least a
majority of the votes entitled to be cast on the resolution by
that voting group exists. Separate voting by voting groups is
required to the extent the same would be required for a proposed
amendment to the articles of incorporation.
(h) The corporation may represent to the proper officer of
the jurisdiction to which the corporation 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 corporation to be accepted in that jurisdiction,
provided that the corporation may not misrepresent the
requirements or effects of the provisions of this section.