§ 17-30-1102 — Transfer of a statutory foundation to another jurisdiction

Wyoming § 17-30-1102

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

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(a) A statutory foundation formed or continued under this
act may, if authorized under subsection (f) of this section and
by the laws of the foreign jurisdiction, apply to the proper
officer of the foreign jurisdiction for a certificate of
registration and to the secretary of state of this state for a
certificate of transfer. The application for a certificate of
transfer shall set forth the following:
(i) The name of the statutory foundation immediately
before the transfer, and if that name is unavailable for use in
the foreign jurisdiction or, if the foundation desires to change
its name in connection with the transfer, the name by which the
foundation will be known in the foreign jurisdiction;
(ii) The name of the foreign jurisdiction to which
the foundation is to be transferred;
(iii) Acknowledgement that the foundation shall
surrender its articles of formation under this act upon transfer
to the foreign jurisdiction; and
(iv) A statement that the transfer was duly approved
by the board of directors in the manner required by subsection
(f) of this section.
(b) The secretary of state shall require that a statutory
foundation transferred under this section maintain an agent for
service of process within this state for at least one (1) year
after the transfer is complete and may impose any conditions the
secretary of state considers appropriate for the protection of
creditors, including the provision of notice to the public of
the application described in subsection (a) of this section, the
provision of a bond or a deposit of funds in an appropriate bank
located in Wyoming and subject to the jurisdiction of the courts
of Wyoming. If any conditions imposed under this subsection are
not met, the secretary of state may refuse to issue a
certificate of transfer.
(c) The secretary of state shall, upon compliance by the
applicant with subsections (a) and (b) of this section and
receipt of payment under subsection (e) of this section,
immediately transmit a notice of issuance of a certificate of
transfer to the proper officer of the foreign jurisdiction to
which the statutory foundation is transferred.
(d) For the purposes of the laws of this state, upon
issuance of a certificate of transfer, the statutory foundation
shall be continued as if it had been organized under the laws of
the foreign jurisdiction and shall become a statutory foundation
under the laws of the foreign jurisdiction, upon issuance by
such foreign jurisdiction of a certificate of registration.
(e) In addition to all other fees and impositions, a
statutory foundation organized or continued under the laws of
this state shall pay to the secretary of state a special fee
established by rule before receiving a certificate of transfer
pursuant to subsection (c) of this section.
(f) A resolution to transfer the statutory foundation to a
foreign jurisdiction shall be adopted by the board of directors
unless the operating agreement of the foundation provides
otherwise.
(g) The statutory foundation may represent to the proper
officer of the foreign jurisdiction to which the statutory
foundation is transferred that the laws of this state permit
such transfer, and may describe the authorization extended by
this section as permitting the continuance or other transfer of
domicile as may be required by the laws of the foreign
jurisdiction, in order for the statutory foundation to be
accepted in that foreign jurisdiction, provided that the
statutory foundation may not misrepresent the requirements or
effects of this section.