§ 17-19-1102 — Limitations on mergers by public benefit or religious corporations

Wyoming § 17-19-1102

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 11: MERGER AND CONSOLIDATION

Text

(a) Without the prior approval of a district court in a
proceeding which the secretary of state has been given written
notice, a public benefit or religious corporation may merge only
with:
(i) A public benefit or religious corporation;
(ii) A foreign corporation that would qualify under
this act as a public benefit or religious corporation;
(iii) A wholly-owned foreign or domestic business or
mutual benefit corporation, provided the public benefit or
religious corporation is the surviving corporation and continues
to be a public benefit or religious corporation after the
merger;
(iv) A governmental subdivision; or
(v) A business or mutual benefit corporation,
provided that:
(A) On or prior to the effective date of the
merger, assets with a value equal to the greater of the fair
market value of the net tangible and intangible assets,
including goodwill, of the public benefit corporation or the
fair market value of the public benefit corporation if it were
to be operated as a business concern are transferred or conveyed
to one (1) or more persons who would have received its assets
under W.S. 17-19-1406(a)(v) and (vi) had it dissolved;
(B) It shall return, transfer or convey any
assets held by it upon condition requiring return, transfer or
conveyance, which condition occurs by reason of the merger, in
accordance with the condition; and
(C) The merger is approved by a majority of
directors of the public benefit or religious corporation who are
not and will not become members or shareholders in or officers,
employees, agents or consultants of the surviving corporation.
(b) At least twenty (20) days before consummation of any
merger of a public benefit corporation or a religious
corporation pursuant to paragraph (a)(v) of this section, notice
including a copy of the proposed plan of merger, shall be
delivered to the secretary of state. The secretary of state
shall notify the attorney general of the proposed plan.
(c) Without the prior written consent of the attorney
general or of the district court in a proceeding in which the
attorney general has been given notice, no member of a public
benefit or religious corporation may receive or keep anything as
a result of a merger other than a membership or membership in
the surviving public benefit or religious corporation. The
court shall approve the transaction if it is in the public
interest.