Wyoming § 17-29-1004 Filings required for merger; effective date

Wyoming Statutes

§ 17-29-1004 — Filings required for merger; effective date

Wyoming § 17-29-1004

Title 17Corporations, Partnerships and Associations

Ch. 29WYOMING LIMITED LIABILITY COMPANY ACT

Art. 10MERGER, CONVERSION, CONTINUANCE, TRANSFER AND

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Bluebook

Wyo. Stat. Ann. § 17-29-1004 (2026).

Text

(a)After each constituent organization has approved a merger, articles of merger shall be signed on behalf of:

(i)Each domestic constituent limited liability company, as provided in W.S. 17-29-203(a); and

(ii)Each other constituent organization, as provided in its governing statute.

(b)Articles of merger under this section shall include:

(i)The name and form of each constituent organization and the jurisdiction of its governing statute;

(ii)The name and form of the surviving organization, the jurisdiction of its governing statute and, if the surviving organization is created by the merger, a statement to that effect;

(iii)The date the merger is effective under the governing statute of the surviving organization;

(iv)If the surviving organization is to be created by the merger:

(A)

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(a) After each constituent organization has approved a
merger, articles of merger shall be signed on behalf of:
(i) Each domestic constituent limited liability
company, as provided in W.S. 17-29-203(a); and
(ii) Each other constituent organization, as provided
in its governing statute.
(b) Articles of merger under this section shall include:
(i) The name and form of each constituent
organization and the jurisdiction of its governing statute;
(ii) The name and form of the surviving organization,
the jurisdiction of its governing statute and, if the surviving
organization is created by the merger, a statement to that
effect;
(iii) The date the merger is effective under the
governing statute of the surviving organization;
(iv) If the surviving organization is to be created
by the merger:
(A) If it will be a limited liability company,
the company's articles of organization; or
(B) If it will be an organization other than a
limited liability company, the organizational document that
creates the organization that is in a public record.
(v) If the surviving organization preexists the
merger, any amendments provided for in the plan of merger for
the organizational document that created the organization that
are in a public record;
(vi) A statement as to each constituent organization
that the merger was approved as required by the organization's
governing statute;
(vii) If the surviving organization is a foreign
organization not authorized to transact business in this state,
the street and mailing addresses of an office that the secretary
of state may use for the purposes of W.S. 17-29-1005(b); and
(viii) Any additional information required by the
governing statute of any constituent organization.
(c) Each constituent limited liability company shall
deliver the articles of merger for filing in the office of the
secretary of state.
(d) A merger becomes effective under this chapter:
(i) If the surviving organization is a limited
liability company, upon the later of:
(A) Compliance with subsection (c) of this
section; or
(B) Subject to W.S. 17-29-205(c), as specified
in the articles of merger; or
(ii) If the surviving organization is not a limited
liability company, as provided by the governing statute of the
surviving organization.
(e) If the secretary of state finds that the articles of
merger comply with the requirements of law, that all required
fees have been paid and a certificate has been requested, he
shall issue a certificate of merger.