16-6-118, the existence of any organization heretofore or

16-6-118, the existence of any organization heretofore or hereafter issued a certificate of continuation under this act shall be deemed to have commenced on the date the organization commenced its existence in the jurisdiction in which it was first formed, organized or otherwise came into being. The laws of Wyoming shall apply to an organization continuing under this act to the same extent as if it had been organized under the laws of Wyoming from and after the issuance of a certificate of continuation under this act by the secretary of state. When a foreign organization 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 prosecution or civil or administration actions, convictions, rulings, orders or judgments.

(g) Continuance under this act does not deprive a member of any right or privilege that he claims under, or relieve any member of any liability in respect of, his membership.

17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction.

(a) A limited liability company created, domesticated or continued under this chapter may, if authorized by resolution duly adopted as set forth in subsection (f) of this section, and by the laws of any other jurisdiction, within or without the United States, apply to the proper officer of the other jurisdiction for a certificate of registration, and to the secretary of state of this state for a certificate of transfer. The application for certificate of transfer shall set forth the following:

(i) The name of the limited liability company immediately prior to the transfer, and if that name is unavailable for use in the foreign jurisdiction or the limited liability company desires to change its name in connection with the transfer, the name by which the limited liability company will be known in the foreign jurisdiction;

(ii) A statement of the jurisdiction to which the limited liability company is to be transferred;

(iii) A statement that the limited liability company shall surrender its articles of organization under this chapter upon the effectiveness of the transfer;

(iv) A statement that the transfer was duly approved by the members in the manner required under subsection (f) of this section; and

(v) Any other terms and conditions of the transfer, including any desired amendments to the articles of organization of the limited liability company following its transfer.

(b) The secretary of state shall require that the limited liability company maintain within the state an agent for service of process for at least one (1) year after the transfer is effected and shall impose any conditions he 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 depository located in Wyoming and subject to the jurisdiction of the courts of Wyoming, and if such conditions are not met, the secretary of state may refuse to issue a certificate of transfer.

(c) The secretary of state, upon compliance by the applicant and the secretary with subsections (a) and (b) of this section and receipt of payment of the special toll charge prescribed by subsection (e) of this section shall immediately transmit a notice of issuance of a certificate of transfer to the proper officer of the jurisdiction to which the limited liability company is transferred.

(d) Upon issuance of a certificate of transfer, the limited liability company shall be continued as if it had been organized under the laws of the other jurisdiction and becomes a limited liability company under the laws of the other jurisdiction upon issuance by such jurisdiction of a certificate of registration.

(e) Every limited liability company organized, domesticated or continued under the laws of this state in order to receive a certificate of transfer pursuant to subsection (c) of this section shall pay to the secretary of state, in addition to all other statutory taxes and fees, a special toll charge of sixty dollars ($60.00).

(f) A resolution to transfer the limited liability company to another jurisdiction shall be adopted by the members.

(g) The limited liability company may represent to the proper officer of the jurisdiction to which the limited liability company is transferred that the laws of the state of Wyoming permit such transfer, and may describe the permission extended by this section as authorizing the domestication, continuance or other transfer of domicile as may be required by the laws of the foreign jurisdiction in order for the limited liability company to be accepted in that jurisdiction, provided that the limited liability company may not misrepresent the requirements or effects of the provisions of this section.

17-29-1012. Domestication of foreign limited liability companies. Any limited liability company created under the laws of any of the several states of the United States for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution may become a domestic limited liability company of this state by delivering or causing to be delivered to the secretary of state articles of domestication. Upon filing the articles of domestication, the secretary of state shall issue to the foreign limited liability company a certificate of domestication which shall continue the company as if it had been created under this chapter. The articles of domestication, upon being filed by the secretary of state, constitute the articles of the domesticated foreign limited liability company and it shall thereafter have all the powers and privileges and be subjected to all the duties and limitations granted and imposed upon domestic limited liability companies under the provisions of the Revised Uniform Limited Liability Company Act.

17-29-1013. Application for certificate of domestication; articles of domestication.

(a) A foreign limited liability company, in order to procure a certificate of domestication shall file articles of domestication with the secretary of state, which articles shall include and set forth:

(i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter or other authorization, and a certificate of good standing not more than thirty (30) days old;

(ii) The name of the company and the jurisdiction under the laws of which it is created;

(iii) The date of organization and the period of duration of the company;

(iv) The address of the principal office of the company and the jurisdiction under the laws of which it is created;

(v) The address of the proposed registered office of the company in this state, and the name of its proposed registered agent in this state at that address;

(vi) Repealed By Laws 2014, Ch. 65, § 2.  (vii) Repealed By Laws 2014, Ch. 65, § 2.

(viii) Repealed By Laws 2014, Ch. 65, § 2.

(ix) Repealed By Laws 2014, Ch. 65, § 2.

(x) Any additional information permitted in articles of organization under W.S. 17-29-201.

17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications.

(a) If a member of a constituent, converting, continuing, transferring or domesticating limited liability company will have personal liability with respect to a surviving, converted, continued, transferred or domesticated organization, approval or amendment of a plan of merger, conversion, continuance, transfer or domestication are ineffective without the consent of the member, unless:

(i) The company's operating agreement provides for approval of a merger, conversion, continuance, transfer or domestication with the consent of fewer than all the members; and

(ii) The member has consented to the provision of the operating agreement.

(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

17-29-1015. Article not exclusive.

This article does not preclude an entity from being merged, converted, continued, transferred or domesticated under law other than this chapter.

ARTICLE 11 - MISCELLANEOUS PROVISIONS

17-29-1101. Uniformity of application and construction.

In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.  17-29-1102. Secretary of state powers.

The secretary of state has the power reasonably necessary to perform the duties required of him by this chapter. The secretary of state shall promulgate reasonable rules and regulations necessary to carry out the purposes of this chapter.

17-29-1103. Application to existing domestic limited liability companies.

(a) Except as provided in subsection (b) of this section, this chapter applies to domestic limited liability companies in existence on July 1, 2010 that were organized under any general statute of this state providing for organization of limited liability companies.

(b) For limited liability companies organized in Wyoming prior to the effective date of this chapter, the management provisions contained in former W.S. 17-15-116, the division of profits provisions contained in former W.S. 17-15-119, the distribution of assets upon dissolution provisions contained in former W.S. 17-15-126 and the stated term provisions contained in former W.S. 17-15-107(a)(ii) are continued for a period of four (4) years from the effective date of this chapter unless the limited liability company amends its articles of organization to provide otherwise.

17-29-1104. Applications to qualified foreign limited liability companies.

A foreign limited liability company authorized to transact business in this state on the effective date of this chapter is subject to this chapter but is not required to obtain a new certificate of authority to transact business under this chapter.

17-29-1105. Saving provisions.

(a) Except as provided in subsection (b) of this section, the repeal of a statute by this act does not affect:

(i) The operation of the statute or any action taken under it before its repeal;  (ii) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;

(iii) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or

(iv) Any proceeding or dissolution commenced under the statute before its repeal, and the proceeding or dissolution may be completed in accordance with the statute as if it had not been repealed.

(b) If a penalty or punishment imposed for violation of a statute repealed by this act is reduced by this act, the penalty or punishment if not already imposed shall be imposed in accordance with this act.

CHAPTER 30 - WYOMING STATUTORY FOUNDATION ACT

ARTICLE 1 - GENERAL PROVISIONS

17-30-101. Short title.

This chapter may be cited as the "Wyoming Statutory Foundation Act".

17-30-102. Definitions.

(a) As used in this act:

(i) "Articles of formation" means the articles required by W.S. 17-30-303, including any amendments thereto and restatements thereof;

(ii) "Beneficiary" means a person who is or may be designated as a beneficiary in the operating agreement or in accordance with the operating agreement of a statutory foundation. A "beneficiary" may be any one (1) or more of the following:

(A) A person who has a present or future, vested or contingent interest in the statutory foundation;

(B) If permitted under the terms in the operating agreement, a person designated as a beneficiary of the statutory foundation by the board of directors, at the discretion of the board of directors;

(C) Repealed by Laws 2021, ch. 98, § 2.

(iii) "Certificate of existence" means the certificate issued to a statutory foundation under W.S. 17-30- 308;

(iv) "Certificate of registration" means the certificate of registration of a foreign foundation required under W.S. 17-30-1101;

(v) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of a health, governmental, municipal or other purpose, the achievement of which is beneficial to the community;

(vi) "Contributor" means any person, excluding a founder, who contributes property to a statutory foundation;

(vii) "Court" means the district court of the county where a statutory foundation has its registered office or another court of competent jurisdiction which is the most appropriate forum in the circumstances;

(viii) "Financial institution" means a bank, savings and loan association or state chartered credit union;

(ix) "Foreign foundation" means an entity formed under the law of a foreign jurisdiction as a statutory foundation, pursuant to the law of the foreign jurisdiction, or which appears to the secretary of state to possess characteristics sufficiently similar to those of a statutory foundation organized under this act;

(x) "Founder" or "organizer" means one (1) or more persons that acts under W.S. 17-30-303 to form a statutory foundation. The organizer acts on behalf of the founder in forming the statutory foundation and may but not need be one (1) of the founders;

(xi) "Insolvency law" means title 11, United States Code or successor federal statutes of general application;

(xii) "Operating agreement" means the written agreement, whether or not designated as an operating agreement, of a founder or board of directors of a statutory foundation concerning the matters described in W.S. 17-30-309, including any amendments thereto and restatements thereof;

(xiii) "Person" means as defined in W.S. 8-1- 102(a)(vi);

(xiv) Repealed by Laws 2021, ch. 98, § 2.

(xv) "Principal office" means the principal executive office of a statutory foundation or a foreign foundation, whether or not the office is located in this state;

(xvi) "Protector" means the person designated as a protector of a statutory foundation under W.S. 17-30-503;

(xvii) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form;

(xviii) "Registered agent" means a person appointed as a registered agent under W.S. 17-28-101 through 17-28-111;

(xix) "Sign" or "signature" shall include any manual, facsimile, conformed or electronic signature;

(xx) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands or any territory or insular possession subject to the jurisdiction of the United States;

(xxi) "Statutory foundation" means an entity formed or continued under this act;

(xxii) "This act" means W.S. 17-30-101 through 17-30- 1102.

17-30-103. Governing law.

(a) This act governs:

(i) The internal affairs of a statutory foundation; and

(ii) The liability of a person as a founder or contributor of a statutory foundation for the debts, obligations or other liabilities of a statutory foundation.  (b) The transfer of property by a founder or a contributor to the statutory foundation, or any disposition made subject to the terms of the operating agreement of the statutory foundation, shall not be void, voidable, set aside or defective in any manner for any reason, including the following:

(i) The law of a foreign jurisdiction prohibits or does not recognize the concept of a statutory foundation; or

(ii) The statutory foundation, a transfer of property by a founder or a contributor to a foundation or a disposition made subject to the terms of the operating agreement of the statutory foundation avoids or defeats any forced heirship or legitime right, claim or interest under the law of a foreign jurisdiction.

17-30-104. Supplemental principles of law.

The principles of law and equity shall supplement this act, unless in conflict with this act.

17-30-105. Electronic records and signatures.

The provisions of this act governing the legal effect, validity or enforceability of electronic records or electronic signatures, and of contracts formed or performed with the use of such records or signatures, shall be construed to conform to the requirements of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7002, and supersede, modify and limit the requirements of the Electronic Signatures in Global and National Commerce Act.

17-30-106. Powers of secretary of state.

The secretary of state shall promulgate reasonable rules, forms and other requirements which are necessary to carry out the purposes of this act.

ARTICLE 2 - PURPOSE, POWERS AND CAPITAL

17-30-201. Nature, purpose and duration of statutory foundations.

(a) A statutory foundation shall be an entity distinct from its founders, contributors, beneficiaries and any other persons.  (b) Unless stated otherwise in the articles of formation, a statutory foundation has perpetual duration.

(c) Except for those purposes provided in subsection (e) of this section, a statutory foundation may be created for any lawful purpose, whether the statutory foundation is for profit or for charitable purposes, as defined in W.S. 17-30-102(a)(v).

(i) Repealed by Laws 2021, ch. 98, § 2.

(ii) Repealed by Laws 2021, ch. 98, § 2.

(d) In addition to those purposes provided in subsection (c) of this section, a statutory foundation may be organized for the purpose of holding or investing in other entities or assets, including those entities or assets that are the property of the statutory foundation.

(e) A statutory foundation may not be created to act as a financial institution or an insurer, as defined in W.S. 26-1- 102(a)(xvi).

(f) The purpose of a statutory foundation shall not be amended or restated unless the articles of formation expressly provide that the purpose of the statutory foundation "may be amended," "may be restated" or include words of similar import or unless an amendment or restatement is required pursuant to a court order.

17-30-202. Enforcement of charitable purposes.

(a) If the articles of formation or the operating agreement of a statutory foundation formed for a charitable purpose do not indicate or otherwise provide for selection of a particular charitable purpose or beneficiary, or if the designated charitable purpose cannot be completed or no longer exists, the court may select one (1) or more charitable purposes or beneficiaries. The selection shall be consistent with the intent of the founder to the extent that intent can be ascertained.

(b) A founder, the board of directors or the protector of a statutory foundation formed for a charitable purpose may commence a civil action to enforce the charitable purpose of the statutory foundation.  17-30-203. Powers of a statutory foundation.

A statutory foundation has the capacity to sue and be sued in its own name and has the power to take all actions necessary or convenient to carry on the activities of the foundation.

17-30-204. Property contribution.

(a) The initial property contributed to a statutory foundation may consist of tangible or intangible property, whether or not the contribution is made as a gift or otherwise.

(b) After the contribution of initial property to the statutory foundation, and if permitted by the operating agreement of the foundation, additional contributions may be made to the statutory foundation by a founder or any contributor.

(c) The tangible and intangible property of the statutory foundation may include:

(i) Initial contributions of property;

(ii) Additional contributions of property;

(iii) Any accumulated income.

ARTICLE 3 - NAME, FORMATION, ARTICLES OF FORMATION, OTHER FILINGS AND ORGANIZATIONAL DOCUMENTS

17-30-301. Name of a statutory foundation.

(a) The words "statutory foundation", or its abbreviations "SF" or "S.F.", shall be included in the name of a statutory foundation formed under this act. A statutory foundation name shall not:

(i) Contain words indicating or implying that the foundation is organized for a purpose other than one (1) or more of the purposes contained in its articles of formation;

(ii) Be the same as, or deceptively similar to in the determination of the secretary of state, any trademark or service mark registered in this state. The name shall be distinguishable by the secretary of state from other business names as provided in W.S. 17-16-401;  (iii) Contain a word or phrase which indicates or implies that it is organized under the Wyoming Business Corporation Act, the Wyoming Statutory Close Corporation Supplement, the Wyoming Nonprofit Corporation Act, the Wyoming Limited Liability Company Act or the Wyoming Statutory Trust Act.

(b) Nothing in this article shall prohibit the use of a trade name in accordance with applicable law.

17-30-302. Registered office and registered agent.

(a) Each statutory foundation shall continuously maintain a registered office and registered agent, as provided in W.S.