17-15-129. Repealed By Laws 2010, Ch. 94, § 3.

17-15-129. Repealed By Laws 2010, Ch. 94, § 3.  17-15-130. Repealed By Laws 2010, Ch. 94, § 3.

17-15-131. Repealed By Laws 2010, Ch. 94, § 3.

17-15-132. Repealed By Laws 2010, Ch. 94, § 3.

17-15-133. Repealed By Laws 2010, Ch. 94, § 3.

17-15-134. Repealed By Laws 2010, Ch. 94, § 3.

17-15-135. Repealed By Laws 2010, Ch. 94, § 3.

17-15-136. Repealed By Laws 2010, Ch. 94, § 3.

17-15-137. Repealed By Laws 2010, Ch. 94, § 3.

17-15-138. Repealed By Laws 2010, Ch. 94, § 3.

17-15-139. Repealed By Laws 2010, Ch. 94, § 3.

17-15-140. Repealed By Laws 2010, Ch. 94, § 3.

17-15-141. Repealed By Laws 2010, Ch. 94, § 3.

17-15-142. Repealed By Laws 2010, Ch. 94, § 3.

17-15-143. Repealed By Laws 2010, Ch. 94, § 3.

17-15-144. Repealed By Laws 2010, Ch. 94, § 3.

17-15-145. Repealed By Laws 2010, Ch. 94, § 3.

17-15-146. Repealed By Laws 2010, Ch. 94, § 3.

17-15-147. Repealed By Laws 2010, Ch. 94, § 3.

CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT

ARTICLE 1 - GENERAL PROVISIONS

A. Short Title and Reservation of Power

17-16-101. Short title.

This act shall be known and may be cited as the "Wyoming Business Corporation Act."  17-16-102. Reservation of power to amend or repeal; applicability.

(a) The legislature has power to amend or repeal all or part of this act at any time and all domestic and foreign corporations subject to this act are governed by the amendment or repeal.

(b) The Financial Technology Sandbox Act shall apply to this act.

B. Filing Documents

17-16-120. Requirements for documents.

(a) A document shall satisfy the requirements of this section, and of any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state.

(b) This act shall require or permit filing the document in the office of the secretary of state.

(c) The document shall contain the information required by this act. It may contain other information as well.

(d) The document shall be typewritten or printed or, if electronically transmitted, it shall be in a format that can be retrieved or reproduced in typewritten or printed form.

(e) The document shall be in the English language. A corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by an English translation acceptable to the secretary of state.

(f) The document shall be executed:

(i) By the chairman of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers;

(ii) If directors have not been selected or the corporation has not been formed, by an incorporator; or  (iii) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g) The person executing the document shall sign it and shall state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:

(i) The corporate seal;

(ii) An attestation by the secretary or an assistant secretary;

(iii) An acknowledgment, verification or proof.

(h) If the secretary of state has prescribed a mandatory form for the document under W.S. 17-16-121, the document shall be in or on the prescribed form.

(i) The document shall be delivered to the office of the secretary of state for filing. Delivery may be made by electronic transmission if and to the extent permitted by the secretary of state. If it is filed in typewritten or printed form and not transmitted electronically, the secretary of state may require one (1) exact copy to be delivered with the document, except as provided in W.S. 17-28-103.

(j) When any document is delivered to the office of the secretary of state for filing, the correct filing fee, and any franchise tax, license fee, penalty or past due fees, taxes or penalties required to be paid by this act or other law shall be paid or provision for payment made in a manner provided by the secretary of state.

(k) Reserved.

17-16-121. Forms.

(a) If the secretary of state so requires, use of forms provided by the secretary of state pursuant to this subsection is mandatory. The secretary of state may prescribe and furnish on request forms for:

(i) An application for a certificate of existence;  (ii) A foreign corporation's application for a certificate of authority to transact business in this state;

(iii) A foreign corporation's application for a certificate of withdrawal;

(iv) The annual report;

(v) A foreign corporation's application for a certificate of continuance;

(vi) An application for a certificate of transfer;

(vii) A foreign corporation's application for certificate of domestication; and

(viii) A consent of registered agent to appointment.

(b) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed by this act but their use is not mandatory.

17-16-122. Filing, service and copying fees.

The secretary of state shall set and collect filing, service and copying fees to recover his costs to administer this act. Fees shall not exceed the costs of providing these services.

17-16-123. Effective time and date of document.

(a) Except as provided in subsection (b) of this section and W.S. 17-16-124(c), a document accepted for filing pursuant to W.S. 17-16-120 is effective:

(i) As of the time received for filing, as evidenced by such means as the secretary of state may use for the purpose of recording the date and time of filing; or

(ii) At the time specified in the document as its effective time on the date it is filed.

(b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth (90th) day after the date it is filed.

17-16-124. Correcting filed document.

(a) A domestic or foreign corporation may correct a document filed with the secretary of state if the document:

(i) Contains an inaccuracy;

(ii) Was defectively executed, attested, sealed, verified, or acknowledged; or

(iii) The electronic transmission was defective.

(b) A document is corrected:

(i) By preparing articles of correction that:

(A) Describe the document, including its filing date, or attach a copy of the document to the articles of correction;

(B) Specify the inaccuracy or defect to be corrected; and

(C) Correct the inaccuracy or defect.

(ii) By delivering the articles of correction to the secretary of state for filing.

(c) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

17-16-125. Filing duty of secretary of state.

(a) If a document delivered to the office of the secretary of state for filing satisfies the requirements of W.S.