§ 17-30-1101 — Continuance

Wyoming § 17-30-1101

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 30: WYOMING STATUTORY FOUNDATION ACT
• Art. 11: CONTINUANCE AND TRANSFER

Text

(a) Consistent with subsection (d) of this section, a
foreign foundation organized under the laws of a foreign
jurisdiction may apply to the secretary of state for
registration under this act, upon acknowledgement by the foreign
jurisdiction that the domicile of the foreign foundation in that
jurisdiction has terminated.
(b) The secretary of state may issue a certificate of
registration upon receipt of an application supported by
articles of continuance specified by subsection (e) of this
section together with the other statements, information and
documents required by this section.
(c) Upon issuance of a certificate of registration by the
secretary of state, the foreign foundation shall continue to
operate under the laws of this state as if the foreign
foundation had been organized as a statutory foundation in this
state. The secretary of state may impose limitations or
conditions on a certificate of registration as appropriate.
(d) The secretary of state shall cause notice of issuance
of a certificate of registration to be given to the proper
officer of the foreign jurisdiction in which the foreign
foundation was previously organized.
(e) Articles of continuance filed with the secretary of
state by a foreign foundation under this section shall contain:
(i) A certified copy of the original articles of
formation of the foundation, including any amendments thereto,
or its equivalent basic charter or other authorization;
(ii) The name of the foreign foundation and the
foreign jurisdiction in which the foundation was lawfully
organized;
(iii) The date of organization of the foreign
foundation in the foreign jurisdiction;
(iv) The principal mailing address of the foreign
foundation;
(v) The name and address of the proposed registered
agent in this state;
(vi) Any additional information specified for
articles of formation under W.S. 17-30-303.
(f) An application for articles of continuance shall be
executed by any member of the board of directors of the foreign
foundation or any officer authorized to execute the application
on behalf of the foundation.
(g) The provisions of the articles of continuance may vary
from the provisions of the articles of formation of the foreign
foundation, the equivalent basic charter or other authorization
in the foreign jurisdiction only if those variations could be
lawfully effectuated by amending articles of formation as
otherwise provided under this act.
(h) Upon issuance of a certificate of registration by the
secretary of state, the articles of continuance shall be deemed
to be the articles of formation of the foreign foundation. The
foreign foundation may elect to incorporate by reference in its
articles of continuance the basic charter or other authorization
adopted in the foreign jurisdiction in which the foreign
foundation was formed, for the purpose of continuing to act
under the charter or other authorization, provided that the
basic charter or other authorization shall be deemed amended to
the extent necessary to make the charter or authorization
conform to this act and other provisions of law.
(j) The existence of a foreign foundation that is issued a
certificate of continuation under this act shall be deemed to
have commenced on the date the foreign foundation commenced its
existence in the foreign jurisdiction in which it was first
formed, organized or otherwise came into being. The laws of
this state shall apply to a foreign foundation continuing under
this act to the same extent as if it had been organized under
the laws of this state from and after the issuance of a
certificate of continuation under this act by the secretary of
state. If a foreign foundation is continued under this act, the
continuance shall not affect the ownership of its property or
its liability for any existing obligations, causes of action,
claims, pending or threatened prosecutions or civil or
administrative actions, or other convictions, rulings, orders or
judgments.