§ 17-23-202 — Continuance of foreign statutory trusts

Wyoming § 17-23-202

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

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(a) Subject to subsection (b) of this section, any
statutory trust created for any purpose except acting as an
insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a
financial institution as defined by W.S. 13-1-101(a)(ix) or its
successor statute, under the laws of any jurisdiction other than
this state may, if the jurisdiction will acknowledge the
statutory trust's termination of domicile in the foreign
jurisdiction, apply to the secretary of state for registration
under this chapter, thus continuing the statutory trust in
Wyoming as if it had been organized under the laws of this
state. The secretary of state may issue a certificate of
continuance upon receipt of an application for continuance as
provided in subsection (c) of this section. The certificate of
continuance may then be issued subject to any limitations and
conditions and may contain any provisions as appear proper to
the secretary of state.
(b) The secretary of state shall cause notice of issuance
of a certificate of continuance to be given forthwith to the
proper officer of the jurisdiction in which the statutory trust
was previously organized.
(c) The application for continuance filed by a foreign
statutory trust with the secretary of state shall include:
(i) A certified copy of its original certificate of
trust and all amendments thereto or its equivalent;
(ii) The name of the statutory trust and the
jurisdiction under the laws of which it is organized;
(iii) The date of organization and the period of
duration of the statutory trust;
(iv) The address of the principal office of the
statutory trust;
(v) The street address of the proposed registered
office of the statutory trust in this state and the name of its
proposed registered agent in this state at the address;
(vi) The purpose or purposes of the statutory trust
which it proposes to pursue in the transaction of business in
this state;
(vii) Any information concerning capital structure or
financial status the secretary of state deems necessary to
establish fees and taxes under the laws of this state;
(viii) Any additional information necessary or
appropriate to enable the secretary of state to determine
whether the statutory trust is entitled to a certificate of
organization evidencing its existence and authority to transact
business in this state.
(d) The application shall be executed by the statutory
trust by its trustees or a trustee who is authorized to execute
the application on behalf of the statutory trust and shall be
verified by the trustee signing the application.
(e) The provisions of the application for continuance may
without expressly so stating, vary from the provisions of the
statutory trust's certificate of trust or governing instrument
or equivalent, if the variation is one which a statutory trust
organized under the Wyoming Statutory Trust Act could effect by
way of amendment to its certificate of trust or governing
instrument. Upon issuance of a certificate of continuance by
the secretary of state, the certificate of continuance shall be
the certificate of trust of the continued statutory trust. The
statutory trust may elect to incorporate by reference in and
attachment to the application for continuance its original
certificate of trust or other authorization which had been
adopted by the statutory trust in the foreign jurisdiction, in
order to permit the original to continue to act as the
certificate of trust of the statutory trust provided, however,
that the original certificate of trust or other authorization
shall be deemed amended to the extent necessary to make it
conform to the laws of this state.
(f) The existence of any statutory trust issued a
certificate of continuance under this chapter shall be deemed to
have commenced on the date the statutory trust commenced its
existence in the jurisdiction in which the statutory trust was
first formed, organized or otherwise came into being. The laws
of this state shall apply to a statutory trust continuing under
this chapter to the same extent as if the statutory trust had
been organized under the laws of this state from and after the
issuance of a certificate of continuance under this chapter by
the secretary of state to the statutory trust. When a foreign
statutory trust is continued as a statutory trust under this
chapter, the continuance shall not affect the statutory trust's
ownership of its property or liability for any existing
obligations, causes of action, claims, pending or threatened
prosecutions or civil or administrative actions, convictions,
rulings, orders, judgments or any other characteristics or
aspects of the statutory trust and its existence.
(g) As used in this section, the term "statutory trust"
shall include any business trust, association or similar entity
which appears to the secretary of state to possess
characteristics sufficiently similar to those of a statutory
trust organized under the Wyoming Statutory Trust Act.