§ 17-17-115 — Exercise of compulsory purchase right

Wyoming § 17-17-115

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 17: CLOSE CORPORATION SUPPLEMENT
• Art. 1: PROVISIONS

Text

(a) A person entitled and desiring to exercise the
compulsory purchase right described in W.S. 17-17-114 must
deliver a written notice to the corporation, within one hundred
twenty (120) days after the death of the shareholder, describing
the number and class or series of shares beneficially owned by
the decedent and requesting that the corporation offer to
purchase the shares.
(b) Within twenty (20) days after the effective date of
the notice, the corporation shall call a special shareholders'
meeting, to be held not more than forty (40) days after the
call, to decide whether the corporation should offer to purchase
the shares. A purchase offer must be approved by the
affirmative vote of the holders of a majority of votes entitled
to be cast at the meeting, excluding votes in respect of the
shares covered by the notice.
(c) The corporation must deliver a purchase offer to the
person requesting it within seventy-five (75) days after the
effective date of the request notice. A purchase offer must be
accompanied by the corporation's balance sheet as of the end of
a fiscal year ending not more than sixteen (16) months before
the effective date of the request notice, an income statement
for that year, a statement of changes in shareholders' equity
for that year, and the latest available interim financial
statements, if any. The person must accept the purchase offer
in writing within fifteen (15) days after receiving it or the
offer is rejected.
(d) A corporation agreeing to purchase shares under this
section may allocate some or all of the shares to one (1) or
more of its shareholders or to other persons if all the
shareholders voting in favor of the purchase offer approve the
allocation. If the corporation has more than one (1) class or
series of shares, however, the remaining holders of the class or
series of shares being purchased are entitled to a first option
to purchase the shares not purchased by the corporation in
proportion to their shareholdings or in some other proportion
agreed to by all the shareholders participating in the purchase.
(e) If price and other terms of a compulsory purchase of
shares are fixed or are to be determined by the articles of
incorporation, bylaws, or a written agreement, the price and
terms so fixed or determined govern the compulsory purchase
unless the purchaser defaults, in which event the buyer is
entitled to commence a proceeding for dissolution under W.S.