§ 17-23-201 — Merger and consolidation

Wyoming § 17-23-201

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 23: WYOMING STATUTORY TRUST ACT
• Art. 2: MERGER, CONSOLIDATION AND CONTINUANCE

Text

(a) Pursuant to an agreement of merger or consolidation, a
statutory trust may merge or consolidate with or into one (1) or
more statutory trusts or other business entities formed or
organized or existing under the laws of this state or any other
state of the United States or any foreign country or other
foreign jurisdiction, with the statutory trust or other business
entity as the agreement provides being the surviving or
resulting statutory trust or other business entity. Unless
otherwise provided in the governing instrument of a statutory
trust, a merger or consolidation shall be approved by all of the
trustees and the beneficial owners of each statutory trust which
is to merge or consolidate. In connection with a merger or
consolidation, rights or securities of, or interests in, a
statutory trust or other business entity which is a constituent
party to the merger or consolidation may be exchanged for or
converted into cash, property, rights or securities of, or
interests in, the surviving or resulting statutory trust or
other business entity or, in addition to or in lieu thereof, may
be exchanged for or converted into cash, property, rights or
securities of, or interests in, a statutory trust or other
business entity which is not the surviving or resulting
statutory trust or other business entity in the merger or
consolidation. Notwithstanding prior approval, an agreement of
merger or consolidation may be terminated or amended pursuant to
a provision for termination or amendment contained in the
agreement of merger or consolidation.
(b) If a statutory trust is merging or consolidating under
this section, the statutory trust or other business entity
surviving or resulting from the merger or consolidation shall
file a certificate of merger or consolidation in the office of
the secretary of state. The certificate of merger or
consolidation shall state:
(i) The name and jurisdiction of formation or
organization of each statutory trust or other business entity
which is to merge or consolidate;
(ii) That an agreement of merger or consolidation has
been approved and executed by each statutory trust or other
business entity which is to merge or consolidate;
(iii) The name of the surviving or resulting
statutory trust or other business entity;
(iv) The future effective date or time of the merger
or consolidation if it is not to be effective upon the filing of
the certificate of merger or consolidation;
(v) That the executed agreement of merger or
consolidation is on file at the principal place of business of
the surviving or resulting statutory trust or other business
entity, and the address thereof;
(vi) That a copy of the agreement of merger or
consolidation will be furnished by the surviving or resulting
statutory trust or other business entity, on request and without
cost, to any beneficial owner of any statutory trust or any
person holding an interest in any other business entity which is
to merge or consolidate; and
(vii) If the surviving or resulting entity is not a
statutory trust or other business entity formed or organized or
existing under the laws of this state, a statement that the
surviving or resulting other business entity agrees that it may
be served with process in this state in any action, suit or
proceeding for the enforcement of any obligation of any
statutory trust which is to merge or consolidate. The statement
shall irrevocably appoint the secretary of state as the agent to
accept service of process in any such action, suit or proceeding
and specify the address to which a copy of the process shall be
mailed by the secretary of state. In the event of service under
this paragraph upon the secretary of state, the plaintiff shall
furnish the secretary of state with the address specified in the
certificate of merger or consolidation provided for in this
paragraph and any other address which the plaintiff may elect to
furnish, together with copies of the process required by the
secretary of state. The secretary of state shall notify the
surviving or resulting other business entity at all addresses
furnished by the plaintiff by letter, certified mail, return
receipt requested. The letter shall enclose a copy of the
process and any other papers served upon the secretary of state.
It shall be the duty of the plaintiff in the event of such
service to serve process and any other papers in duplicate, to
notify the secretary of state that service is being made
pursuant to this paragraph, and to pay the secretary of state
the sum of fifty dollars ($50.00) for use of the state, which
shall be taxed as part of the costs in the proceeding, if the
plaintiff shall prevail. The secretary of state shall maintain
an alphabetical record of any process under this paragraph
setting forth the name of the plaintiff and defendant, the
title, docket number and nature of the proceedings in which
process has been served upon him, the return date thereof, and
the day and hour when the service was made. The secretary of
state shall not be required to retain the information for a
period longer than five (5) years from his receipt of the
service of process.
(c) Unless a future effective date or time is provided in
a certificate of merger or consolidation, in which event a
merger or consolidation shall be effective at the future
effective date or time, a merger or consolidation shall be
effective upon the filing in the office of the secretary of
state of a certificate of merger or consolidation.
(d) A certificate of merger or consolidation shall act as
a certificate of cancellation for a statutory trust which is not
the surviving or resulting entity in the merger or
consolidation.
(e) Notwithstanding anything to the contrary contained in
the governing instrument, a governing instrument containing a
specific reference to this subsection may provide that an
agreement of merger or consolidation approved in accordance with
subsection (a) of this section may:
(i) Effect any amendment to the governing instrument
of the statutory trust; or
(ii) Effect the adoption of a new governing
instrument of the statutory trust if it is the surviving or
resulting statutory trust in the merger or consolidation.
(f) Any amendment to the governing instrument of a
statutory trust or adoption of a new governing instrument of the
statutory trust made pursuant to subsection (e) of this section
shall be effective at the effective time or date of the merger
or consolidation. The provisions of subsection (e) of this
section and this subsection shall not be construed to limit the
accomplishment of a merger or consolidation or of any of the
matters referred to in this article by any other means provided
for in the governing instrument of a statutory trust or other
agreement or as otherwise permitted by law, including that the
governing instrument of any constituent statutory trust to the
merger or consolidation, including a statutory trust formed for
the purpose of consummating a merger or consolidation, shall be
the governing instrument of the surviving or resulting statutory
trust.
(g) When any merger or consolidation shall have become
effective under this section, for all purposes of the laws of
the state, all of the rights, privileges and powers of each of
the statutory trusts and other business entities that have
merged or consolidated, and all property, real, personal and
mixed, and all debts due to any of those statutory trusts and
other business entities, as well as all other things and causes
of action belonging to each of such statutory trusts and other
business entities, shall be vested in the surviving or resulting
statutory trust or other business entity as they were of each of
the statutory trusts and other business entities that have
merged or consolidated. The title to any real property vested
by deed or otherwise, under the laws of the state, in any of
merging or consolidating statutory trusts and other business
entities, shall not revert or be in any way impaired by reason
of this chapter. All rights of creditors and all liens upon any
property of any merging or consolidating statutory trusts and
other business entities shall be preserved unimpaired, and all
debts, liabilities and duties of each of the statutory trusts
and other business entities that have merged or consolidated
shall attach to the surviving or resulting statutory trust or
other business entity, and may be enforced against it to the
same extent as if the debts, liabilities and duties had been
incurred or contracted by it.