§ 17-29-1001 — Definitions

Wyoming § 17-29-1001

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 29: WYOMING LIMITED LIABILITY COMPANY ACT
• Art. 10: MERGER, CONVERSION, CONTINUANCE, TRANSFER AND

Text

(a) As used in this chapter:
(i) "Constituent limited liability company" means a
constituent organization that is a limited liability company;
(ii) "Constituent organization" means an organization
that is party to a merger;
(iii) "Converted organization" means the organization
into which a converting organization converts pursuant to W.S.
17-29-1006;
(iv) "Converting limited liability company" means a
converting organization that is a limited liability company;
(v) "Converting organization" means an organization
that converts into another organization pursuant to W.S.
17-29-1006;
(vi) "Governing statute" means the statute that
governs an organization's internal affairs;
(vii) "Organization" means a general partnership,
including a limited liability partnership, limited partnership,
including a limited liability limited partnership, limited
liability company, business trust, statutory trust, corporation
or any other person having a governing statute. The term
includes a domestic or foreign organization regardless of
whether organized for profit;
(viii) "Organizational documents" means:
(A) For a domestic or foreign general
partnership, its partnership agreement;
(B) For a limited partnership or foreign limited
partnership, its certificate of limited partnership and
partnership agreement;
(C) For a domestic or foreign limited liability
company, its certificate or articles of organization and
operating agreement, or comparable records as provided in its
governing statute;
(D) For a business or statutory trust, its
agreement of trust, declaration of trust or certificate of
trust;
(E) For a domestic or foreign corporation for
profit, its articles of incorporation, bylaws and other
agreements among its shareholders which are authorized by its
governing statute or comparable records as provided in its
governing statute; and
(F) For any other organization, the basic
records that create the organization and determine its internal
governance and the relations among the persons that own it, have
an interest in it or are members of it.
(ix) "Personal liability" means liability for a debt,
obligation or other liability of an organization which is
imposed on a person that co-owns, has an interest in or is a
member of the organization:
(A) By the governing statute solely by reason of
the person co-owning, having an interest in or being a member of
the organization; or
(B) By the organization's organizational
documents under a provision of the governing statute authorizing
those documents to make one (1) or more specified persons liable
for all or specified debts, obligations or other liabilities of
the organization solely by reason of the person or persons co-
owning, having an interest in or being a member of the
organization.
(x) "Surviving organization" means an organization
into which one (1) or more other organizations are merged
whether the organization preexisted the merger or was created by
the merger.