17-29-1006;

17-29-1006;

(vi) "Governing statute" means the statute that governs an organization's internal affairs;

(vii) "Organization" means a general partnership, including a limited liability partnership, limited partnership, including a limited liability limited partnership, limited liability company, business trust, statutory trust, corporation or any other person having a governing statute. The term includes a domestic or foreign organization regardless of whether organized for profit;

(viii) "Organizational documents" means:

(A) For a domestic or foreign general partnership, its partnership agreement;

(B) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

(C) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute;

(D) For a business or statutory trust, its agreement of trust, declaration of trust or certificate of trust;

(E) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws and other agreements among its shareholders which are authorized by its governing statute or comparable records as provided in its governing statute; and

(F) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it or are members of it.

(ix) "Personal liability" means liability for a debt, obligation or other liability of an organization which is imposed on a person that co-owns, has an interest in or is a member of the organization:

(A) By the governing statute solely by reason of the person co-owning, having an interest in or being a member of the organization; or

(B) By the organization's organizational documents under a provision of the governing statute authorizing those documents to make one (1) or more specified persons liable for all or specified debts, obligations or other liabilities of the organization solely by reason of the person or persons co- owning, having an interest in or being a member of the organization.

(x) "Surviving organization" means an organization into which one (1) or more other organizations are merged whether the organization preexisted the merger or was created by the merger.

17-29-1002. Merger.

(a) A limited liability company may merge with one (1) or more other constituent organizations pursuant to this section, W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:

(i) The governing statute of each of the other organizations authorizes the merger;

(ii) The merger is not expressly prohibited by the law of a jurisdiction that enacted any of the governing statutes;

(iii) Each of the other organizations complies with its governing statute in effecting the merger; and

(iv) No member of a domestic limited liability company that is a party to the merger will, as a result of the merger, become personally liable for the liabilities or obligations of any other person or entity unless that member approves the plan of merger and otherwise consents to becoming personally liable.

(b) A plan of merger shall be in a record and shall include:

(i) The name and form of each constituent organization;

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

(iii) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization or other consideration;  (iv) If the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record; and

(v) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record.

17-29-1003. Action on plan of merger by constituent limited liability company.

(a) Subject to W.S. 17-29-1014, a plan of merger shall be consented to by all the members of a constituent limited liability company.

(b) Subject to W.S. 17-29-1014 and any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the secretary of state for filing under W.S. 17-29-1004, a constituent limited liability company may amend the plan or abandon the merger:

(i) As provided in the plan; or

(ii) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.

17-29-1004. Filings required for merger; effective date.

(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.

17-29-1005. Effect of merger.

(a) When a merger becomes effective:

(i) The surviving organization continues or comes into existence;

(ii) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;

(iii) All property owned by each constituent organization that ceases to exist vests in the surviving organization;

(iv) All debts, obligations or other liabilities of each constituent organization that ceases to exist continue as debts, obligations or other liabilities of the surviving organization;

(v) An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;

(vi) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each constituent organization that ceases to exist vest in the surviving organization;

(vii) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;

(viii) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of article 7 of this chapter;  (ix) If the surviving organization is created by the merger:

(A) If it is a limited liability company, the articles of organization becomes effective; or

(B) If it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and

(x) If the surviving organization preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.

(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability owed by a constituent organization. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation or other liability under this subsection.

17-29-1006. Conversion.

An organization other than a limited liability company may be converted to a limited liability company pursuant to chapter 26 of this title and the organization's governing statutes.

17-29-1007. Reserved.

17-29-1008. Reserved.

17-29-1009. Effect of conversion.

(a) The effect of an organization other than a limited liability company converting to a limited liability company shall be as provided in chapter 26 of this title and the organization's governing statutes.

(b) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation or other liability for which the converting limited liability company is liable. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation or other liability under this subsection.

17-29-1010. Continuance.

(a) Subject to subsection (b) of this section, any organization organized for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution under the laws of any foreign jurisdiction may, if the foreign jurisdiction will acknowledge that the organization's domicile has terminated in the foreign jurisdiction, apply to the secretary of state for registration under this act. The secretary of state may issue a certificate of registration upon receipt of an application supported by articles of continuance as provided by this act together with the statements, information and documents set out in subsection (c) of this section. The certificate of registration may then be issued continuing the organization in Wyoming as if it had been organized as a limited liability company in this state. The certificate of registration may be subject to any limitations and conditions as may appear proper to the secretary of state.

(b) The secretary of state shall cause notice of issuance of a certificate of registration to be given forthwith to the proper officer of the foreign jurisdiction in which the organization was previously organized.

(c) The articles of continuance filed by a foreign organization with the secretary of state shall contain:

(i) A certified copy of its original articles of organization and all amendments thereto or its equivalent basic charter;

(ii) The names of the organization and the foreign jurisdiction in which it has previously been lawfully organized;

(iii) The date of organization;

(iv) The address of its principal mailing address;

(v) The name and address of the proposed registered agent in this state;

(vi) Reserved;  (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. W.S. 17-29-201.

(d) The application shall be executed by the manager or managers if any or by any member who is authorized to execute the application on behalf of the organization.

(e) The provisions of the articles of continuance may, without expressly so stating, vary from the provisions of the organization's articles of organization or equivalent basic charter or other authorization, if the variation is one which a company organized under the Revised Uniform Limited Liability Company Act could effect by way of amendment to its articles of organization. Upon issuance of a certificate of continuance by the secretary of state, the articles of continuance shall be deemed to be the articles of organization of the continued organization. The organization may elect to incorporate by reference in the articles of continuance its basic charter or other authorization which has been adopted by it in the foreign jurisdiction, in order to permit the same to continue to act as the articles of organization, provided, however, that the basic charter or other authorization shall be deemed amended to the extent necessary to make the same conform to the laws of Wyoming and to the provisions of the articles of continuance.

(f) Except for the purpose of W.S. 16-6-101 through