Wyoming Statutory Foundation Act

Wyo. Stat. Ann. tit. 17, ch. 30

in effect

Wyo. Stat. Ann. § 17-30-101 Short title.

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

Wyo. Stat. Ann. § 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a beneficiary of the statutory foundation by the board of directors, at the discretion of the board of directors; (C) Repealed by Laws 2021, ch. 98, § 2.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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 17-30-104 Supplemental principles of law.

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

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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.

Wyo. Stat. Ann. § 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. 17-28-101 through 17-28-111, in this state. (b) The provisions of W.S. 17-28-101 through 17-28-111 shall apply to all statutory foundations.

Wyo. Stat. Ann. § 17-30-303 Formation of statutory foundation; articles of formation.

(a) One (1) or more persons may act as an organizer to form a statutory foundation by signing and delivering articles of formation to the secretary of state. Articles of formation shall be accompanied by a written consent of appointment signed by a registered agent. (b) Articles of formation shall state: (i) The name of the statutory foundation, which shall comply with W.S. 17-30-301; and (ii) The street address of the statutory foundation's initial registered office and the name of its initial registered agent at that office. (c) Articles of formation may state: (i) The names and addresses of the individuals who are to serve as the initial directors; (ii) The name and address of the individual who is to serve as the initial protector; (iii) Other provisions not inconsistent with law, which may include: (A) The purpose for which the statutory foundation is organized; (B) An express statement that the purpose of the statutory foundation "may be amended", "may be restated" or words of similar import, pursuant to W.S. 17-30-201(f); (C) A statement of the duration of the statutory foundation; (D) Any provision under this act that is required or permitted to be stated in the operating agreement. (d) A statutory foundation is formed when the articles of formation become effective. The filing of articles of formation by the secretary of state is conclusive proof that the organizer has satisfied all conditions required for the formation of a statutory foundation, except in a civil action commenced by the state of Wyoming to terminate a statutory foundation. In that case, a court may require other additional evidence as it determines appropriate. (e) The articles of formation may be amended or restated only if the articles of formation include an express statement authorizing the amendment or restatement of the articles of formation.

Wyo. Stat. Ann. § 17-30-304 Signing of records to be delivered for filing to secretary of state.

(a) A record delivered to the secretary of state for filing under this act shall be signed as follows: (i) Except as otherwise provided by this subsection, a record signed on behalf of a statutory foundation shall be signed by a person who has appropriate authority granted by the foundation; (ii) The initial articles of formation of a statutory foundation shall be signed by at least one (1) person acting as founder or organizer; (iii) A record filed on behalf of a terminated statutory foundation that has no founders shall be signed by the person winding up the activities of the foundation under article 9 of this chapter, the organizer or another person appointed by the board of directors of the foundation; (iv) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state or by the person appointed by the board of directors of the statutory foundation. (b) Any record filed under this act may be signed by an agent.

Wyo. Stat. Ann. § 17-30-305 Delivery to and filing of records by secretary of state; effective time and date.

(a) A record authorized or required to be delivered to the secretary of state for filing under this act shall be captioned to describe the purpose of the record and be delivered to the secretary of state in an authorized medium. The secretary of state shall file the record upon receipt, unless: (i) The secretary of state determines that a record does not comply with the filing requirements of this act; (ii) The filing fees required by this act or other provisions of law or past due fees, taxes or penalties have not been paid. (b) Upon filing the record, the secretary of state shall send a copy of the filed record and a receipt for fees to the person on whose behalf the record was filed. (c) Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record. (d) Except as otherwise provided in this section and W.S. 17-28-103, a record delivered to the secretary of state for filing under this act shall be effective as of the date of filing by the secretary of state. (e) If the secretary of state refuses to file a record under subsection (a) of this section, the secretary of state shall return it to the filing party or its representative within fifteen (15) days after the record was delivered, together with a brief, written explanation of the reason for the refusal.

Wyo. Stat. Ann. § 17-30-306 Correcting filed record.

(a) A statutory foundation or foreign foundation may deliver to the secretary of state for filing a statement of correction to correct a record if the record contained inaccurate information or a defective signature. (b) A statement of correction shall: (i) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (ii) Specify the inaccurate information and the reason the information is inaccurate or the manner in which the signature was defective; and (iii) Correct the inaccurate information or defective signature. (c) When filed by the secretary of state, a statement of correction is effective retroactively as of the effective date of the record the statement corrects, except that the statement shall be effective when filed in the context of persons that previously relied on the uncorrected record and would be adversely impacted by retroactive effect.

Wyo. Stat. Ann. § 17-30-307 Liability for inaccurate information in filed record.

(a) If a record delivered to and filed by the secretary of state under this act contains inaccurate information, a person that suffers a loss by relying in good faith on the record may recover damages relating to the loss from the statutory foundation or foreign foundation if: (i) The record was delivered for filing on behalf of the statutory foundation or foreign foundation; and (ii) The statutory foundation or foreign foundation had notice of the inaccuracy for a reasonably sufficient time and was able to correct the record in the period of time before the record was relied upon. (b) An individual who signs a record authorized or required to be filed with the secretary of state under this act shall affirm, under penalty of perjury, that the information stated in the record is accurate.

Wyo. Stat. Ann. § 17-30-308 Certificate of existence.

(a) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a statutory foundation or a foreign foundation. (b) A certificate of existence shall state: (i) The name of the statutory or foreign foundation used in this state; (ii) That the statutory foundation was duly formed under the laws of this state and the date of formation, or that the foreign foundation is registered in this state; (iii) Whether all fees, taxes and penalties due under this act or under other provisions of law have been paid; (iv) Whether the most recent annual report required pursuant to W.S. 17-30-703 has been filed by the secretary of state; (v) Whether the secretary of state has classified the statutory foundation or foreign foundation as delinquent; (vi) Whether articles of termination were delivered to the secretary of state for filing; and (vii) Other facts of record maintained by the secretary of state which are specified by the person requesting the certificate of existence. (c) Subject to any qualification stated in a certificate of existence, a certificate of existence issued by the secretary of state shall be conclusive evidence that the statutory foundation or foreign foundation is in existence.

Wyo. Stat. Ann. § 17-30-309 Operating agreement; scope, function and limitations.

(a) The founders or board of directors of a statutory foundation shall adopt an operating agreement for the foundation as soon as possible after filing articles of formation with the secretary of state. (b) An operating agreement may contain any provision for managing the business and regulating the affairs of the statutory foundation that is not inconsistent with this act, other provisions of law or the articles of formation of the foundation.

Wyo. Stat. Ann. § 17-30-401 Reservation to founder of power to amend, revoke, restate or terminate.

(a) Subject to subsections (b) and (c) of this section, a founder may reserve the following powers to himself, or a specific number of founders if applicable: (i) Pursuant to W.S. 17-30-201, the power to amend or restate the articles of formation of a statutory foundation; (ii) Pursuant to W.S. 17-30-201, the power to amend the purposes of the statutory foundation; (iii) The power to amend, revoke or restate the terms of the operating agreement of the statutory foundation; (iv) The power to terminate the statutory foundation. (b) A founder must expressly reserve those powers specified in paragraphs (a)(i) and (ii) of this section in the articles of formation of the statutory foundation. The founder may expressly reserve those powers specified by paragraphs (a)(iii) and (iv) of this section in the articles of formation. (c) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise, any powers reserved to a founder in subsection (a) of this section shall lapse on the death, dissolution or termination of the founder. (d) A founder shall expressly reserve those powers specified in paragraphs (a)(iii) and (iv) of this section in the operating agreement of the statutory foundation.

Wyo. Stat. Ann. § 17-30-402 Protection from founder's successors.

(a) The heirs, spouse or creditors of a founder shall not: (i) Amend or restate the articles of formation of a statutory foundation; (ii) Amend the purpose of a statutory foundation, if any; (iii) Terminate the statutory foundation.

Wyo. Stat. Ann. § 17-30-501 Board of directors.

(a) A statutory foundation shall maintain a board of directors. (b) Unless the articles of formation or operating agreement of a statutory foundation provide otherwise: (i) The board of directors of the foundation shall have the authority to exercise all powers of the foundation and to manage foundation affairs; (ii) The board of directors shall consist of one (1) or more persons; (iii) One (1) or more founders may be appointed as a director; and (iv) No director shall simultaneously serve as a director and a protector for the same statutory foundation. (c) A board of directors shall conduct the affairs of the statutory foundation in accordance with the articles of formation and operating agreement of the statutory foundation, as well as this act and any other applicable provision of law. (d) Each director shall act: (i) In good faith; and (ii) In a manner not opposed to the best interests of the statutory foundation. (e) An act of a director shall be retroactively valid despite any defect that may be found in: (i) The appointment of the director; or (ii) The qualifications of the director.

Wyo. Stat. Ann. § 17-30-502 Liability of directors.

A director is not personally liable for the acts, omissions, obligations, debts or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise.

Wyo. Stat. Ann. § 17-30-503 Protector.

(a) If a statutory foundation has a charitable purpose, the foundation shall maintain a protector in relation to that purpose. (b) If a statutory foundation has any purpose permitted under this act other than a charitable purpose, then the foundation may have a protector in relation to that purpose. (c) Except as otherwise provided by law and by W.S. 17-30-501, a founder or other person may be appointed as the protector of a statutory foundation. (d) The operating agreement of a statutory foundation may authorize a protector to approve or disapprove any specified action of the board of directors of the statutory foundation.

Wyo. Stat. Ann. § 17-30-504 Protector as a fiduciary.

A protector shall serve as a fiduciary to the extent of authority and duties granted under the terms of the operating agreement.

Wyo. Stat. Ann. § 17-30-505 Liability of protector.

(a) A protector shall not be personally liable for the acts, omissions, debts, obligations or other liabilities of a statutory foundation, whether arising in contract, tort or otherwise. (i) Repealed by Laws 2021, ch. 98, § 2. (ii) Repealed by Laws 2021, ch. 98, § 2. (b) Repealed by Laws 2021, ch. 98, § 2. (c) Repealed by Laws 2021, ch. 98, § 2.

Wyo. Stat. Ann. § 17-30-506 Conflict of interest transactions.

(a) A sale, encumbrance or other transaction involving the investment or management of the property of the statutory foundation which is entered into by a director or protector for the personal account of the director or protector or which is otherwise affected by a conflict between the fiduciary or personal interests of the director or protector is voidable by a beneficiary affected by the transaction unless: (i) The transaction was authorized by the terms of the operating agreement; (ii) The transaction was approved by a court; (iii) The beneficiary did not commence a judicial proceeding within the time specified by W.S. 4-10-1005; (iv) The beneficiary consented to the transaction, ratified the transaction or released the director or protector pursuant to W.S. 4-10-1009; or (v) The transaction involves a contract entered into, or claim acquired by the director or protector, before the person became or contemplated becoming a director or protector.

Wyo. Stat. Ann. § 17-30-601 Beneficiaries.

(a) The articles of formation or operating agreement of a statutory foundation may provide for the distribution of property of the foundation to one (1) or more beneficiaries. (b) Notwithstanding subsection (a) of this section, a beneficiary of a statutory foundation shall not have the right to, or interest in, property of the statutory foundation unless such right or interest arises by express terms stated in the operating agreement of the statutory foundation.

Wyo. Stat. Ann. § 17-30-602 Interests; units and shares.

(a) Repealed by Laws 2021, ch. 98, § 2. (b) Repealed by Laws 2021, ch. 98, § 2. (c) No creditor of a beneficiary shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation. (d) Repealed by Laws 2021, ch. 98, § 2. (e) Except to the extent otherwise provided in the operating agreement, the transferee of the beneficial interest of a beneficiary in the statutory foundation shall have all the rights and duties of a beneficiary of the statutory foundation, except those provided in subsection (f) of this section. (f) Except to the extent otherwise provided in the operating agreement, if a beneficiary of a statutory foundation becomes entitled to receive a distribution, the beneficiary has the status of, and is entitled to all remedies available to, a creditor of the statutory foundation with respect to the distribution. The operating agreement may provide for the establishment of record dates with respect to distributions by a statutory foundation. (g) The operating agreement may authorize the statutory foundation to issue units or shares having the same or separate rights, powers or duties with respect to specified property, payments or other interests of the statutory foundation. The operating agreement may provide the terms or conditions of units or shares issued by the statutory foundation. (h) A person may receive units or shares issued pursuant to subsection (g) of this section without: (i) Being or becoming a beneficiary or contributor of the statutory foundation; (ii) Acquiring any rights or duties of a beneficiary of the statutory foundation; or (iii) Making or being obligated to make a contribution to the statutory foundation. (j) No creditor of a holder of units or shares issued by a statutory foundation shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the statutory foundation.

Wyo. Stat. Ann. § 17-30-603 Limitation of transferability of rights.

Subject to the operating agreement of the statutory foundation, a beneficial interest in a foundation is transferable.

Wyo. Stat. Ann. § 17-30-701 Right to information.

(a) Unless the operating agreement of a statutory foundation provides otherwise, upon written request by a beneficiary, the foundation shall provide, within a reasonable time, a copy of the operating agreement of the foundation to the beneficiary. Information regarding beneficiaries other than the beneficiary making a request under this section may be redacted. (b) Upon written request by a protector, a statutory foundation shall provide all information requested by the protector within a reasonable time. After the death of the last founder of a statutory foundation and if there is no protector, the foundation shall provide all information requested by a beneficiary within a reasonable time, upon written request by a beneficiary. (c) Except as otherwise provided in this section, no beneficiary shall have the right to receive information related to the administration, operation or affairs of a statutory foundation.

Wyo. Stat. Ann. § 17-30-702 Recordkeeping and identification of statutory foundation property.

(a) The board of directors of a statutory foundation shall keep and maintain adequate records regarding the administration of the foundation. (b) The board of directors of a statutory foundation may invest property of two (2) or more statutory foundations as a whole as long as the board maintains clear records indicating the respective interests of each foundation.

Wyo. Stat. Ann. § 17-30-703 Annual report for secretary of state.

(a) Every statutory foundation formed under the laws of this state and every foreign foundation that obtains a certificate of registration shall file an annual report, under penalty of perjury, with the secretary of state on or before the first day of the month of formation. The annual report shall contain the address of the principal office of the statutory foundation or the foreign foundation. (b) If an annual report does not contain the information required by this section, the secretary of state shall promptly notify the reporting statutory foundation or foreign foundation in writing and return the annual report for correction. (c) Every statutory foundation formed under the laws of this state and every foreign foundation registered in this state shall preserve annual reports at its principal office for three (3) years after submission to the secretary of state.

Wyo. Stat. Ann. § 17-30-704 Fees; annual fee.

(a) The secretary of state shall collect the following fees from statutory foundations and foreign statutory foundations: (i) Filing the original articles of formation or issuing a certificate of authority for a foreign statutory foundation, a fee of two hundred fifty dollars ($250.00); (ii) Filing amended articles of formation, a fee of one hundred dollars ($100.00); (iii) Filing the annual report required under W.S. 17-30-703, due and payable on or before the date of the annual filing, a fee of one hundred dollars ($100.00); (iv) A fee for other services provided by the secretary of state which is not established by this section, including other filings, service of process and copying, provided the fee shall not exceed the actual cost of the service.

Wyo. Stat. Ann. § 17-30-801 Creditor claim against founder.

The property of a statutory foundation contributed by a founder or a contributor, and all income, appreciation and proceeds thereof, shall not be subject to the claims of a founder's or a contributor's creditor, including any claims for forced heirship or legitime right.

Wyo. Stat. Ann. § 17-30-901 Termination.

(a) A statutory foundation may be terminated, and its activities wound up, upon the occurrence of any of the following: (i) An event or circumstance provided in the operating agreement or articles of formation of the foundation that results in or authorizes termination; (ii) Upon consent of all adult beneficiaries, the founder and the protector, if any, agree to terminate the statutory foundation, provided that this consent is only valid to the extent that termination is not inconsistent with a material purpose of the statutory foundation; (iii) Upon a finding of a court that the purpose of the statutory foundation can no longer be achieved.

Wyo. Stat. Ann. § 17-30-902 Cancellation of articles of formation.

(a) The articles of formation of the statutory foundation shall be cancelled upon the completion of termination and winding up of the foundation. A certificate of cancellation shall be filed with the secretary of state and shall set forth: (i) The name of the statutory foundation; (ii) The date of filing of its articles of formation; and (iii) Any other information the board of directors determines is necessary or advisable for inclusion. (b) The certificate of cancellation shall be effective as of the filing date.

Wyo. Stat. Ann. § 17-30-903 Claims against terminated statutory foundation.

(a) A terminated statutory foundation may publish notice of termination and, in the notice, request persons with claims against the foundation to present them in accordance with the notice. (b) The notice authorized by subsection (a) of this section shall: (i) Be published at least once in a newspaper of general circulation in the county of this state in which the principal office of the terminated statutory foundation was located or, if the foundation does not have a principal office in this state, in the county in which the designated office of the foundation is or was last located; (ii) Describe the information required to be contained in a claim and provide a mailing address to which a claim may be sent; and (iii) State that a claim against the foundation is barred one hundred twenty (120) days after the date of first publication of the notice. (c) A creditor may file a claim against the assets of a terminated statutory foundation within the earlier of: (i) One hundred twenty (120) days after the termination of the statutory foundation; (ii) If the terminated statutory foundation publishes a notice under subsection (a) of this section, one hundred twenty (120) days after the first publication of a notice complying with subsection (b) of this section; or (iii) One hundred twenty (120) days after a known creditor has been mailed notice, by certified mail return receipt requested. As part of notice under this paragraph, notice shall inform a known creditor: (A) Of the information required to be included in a claim; (B) Of the name of the terminated statutory foundation and the mailing address to which a claim may be sent; and (C) Of the deadline for the known creditor to make a claim, one hundred twenty (120) days after a notice is mailed by certified mail return receipt requested. (d) A creditor failing to file a claim within the times set forth in this section is prohibited from making a claim against the assets of a terminated statutory foundation.

Wyo. Stat. Ann. § 17-30-904 Administrative forfeiture of authority and articles of formation.

(a) If the registered agent of the statutory foundation has filed its resignation with the secretary of state and the foundation has not replaced its registered agent, or the statutory foundation is without a registered agent or registered office in this state for any reason, the foundation shall be deemed to be operating in this state without authority and to have forfeited any rights or privileges acquired under the laws of this state. (b) A forfeiture under subsection (a) of this section shall be made effective as follows: (i) The secretary of state shall mail by first class mail or submit by electronic means a notice of the failure of the statutory foundation to comply with subsection (a) of this section; and (ii) Unless compliance is made within sixty (60) days of mailing or electronic submission, the statutory foundation shall be deemed defunct and to have forfeited its articles of formation filed in this state. (c) A statutory foundation, at any time within two (2) years after a forfeiture under subsection (a) or (b) of this section, may be revived and reinstated by filing the necessary statement under this act and paying a reinstatement fee established by the secretary of state by rule, together with a penalty of two hundred fifty dollars ($250.00). A reinstatement fee under this subsection shall not exceed the costs of providing the reinstatement service. The foundation shall retain its registered name during the two (2) year reinstatement period under this section. (d) If a statutory foundation has failed to pay any fee required by the secretary of state under W.S. 17-30-704 or any penalties imposed under W.S. 17-28-109, the statutory foundation shall be deemed to be operating within this state without authority and to have forfeited any rights or privileges acquired under the laws of this state. (e) A forfeiture under subsection (d) of this section shall be made effective as follows: (i) The secretary of state shall provide notice to the statutory foundation at its last known mailing address by first class mail or submit by electronic means a notice of the failure of the statutory foundation to comply; and (ii) Unless compliance is made within sixty (60) days of the date of mailing or electronic submission of the notice, the statutory foundation shall be deemed defunct and to have forfeited its articles of formation filed in this state. (f) A statutory foundation, at any time within two (2) years after a forfeiture under subsection (d) of this section, may be revived and reinstated by paying the delinquent fees. (g) Upon reinstatement of a statutory foundation under this section, the reinstatement shall relate back to and take effect as of the date the forfeiture was made effective under this section and the statutory foundation may resume carrying on operations as if the forfeiture was never effective. (h) A statutory foundation shall be deemed to be operating within this state without authority, to have forfeited any rights or privileges acquired under the laws of this state and shall be deemed to have forfeited its articles of formation filed in this state if: (i) An organizer, founder or any other person authorized to act on behalf of the foundation signed a document he knew was false in any material respect with intent that the document be delivered to the secretary of state for filing; (ii) The statutory foundation has failed to respond to a valid subpoena; or (iii) The public interest is served by forfeiture and the statutory foundation, its founder or any other person authorized to act on behalf of the statutory foundation: (A) Failed to provide records to the registered agent as required by this act; (B) Provided fraudulent information or failed to correct false information upon request of the secretary of state on any filing under this act; (C) Cannot be served by either the registered agent or by the secretary of state acting as the agent for process; (D) Is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 C.F.R. 791.4(a) or a successor regulation, except if the ownership or control has been approved by the committee on foreign investment in the United States; or (E) Has provided false or fraudulent information to the registered agent, as determined by the secretary of state during or following an examination of records pursuant to W.S. 17-28-108 or following notification by the registered agent. (j) The secretary of state may classify a statutory foundation as delinquent and as awaiting forfeiture of its articles of formation at the time the secretary of state mails or electronically submits any notice required under this section to the foundation.

Wyo. Stat. Ann. § 17-30-905 Appeal from rejection of reinstatement.

Appeals from decisions of the secretary of state made under this act shall occur as provided in W.S. 17-16-1423.

Wyo. Stat. Ann. § 17-30-906 Distribution upon termination.

Upon the occurrence of an event terminating a statutory foundation, including forfeiture under this section, the board of directors shall proceed expeditiously to distribute the property of the foundation as provided in the articles of formation or the operating agreement of the foundation.

Wyo. Stat. Ann. § 17-30-1001 Role of court in administration.

(a) The court may intervene in the administration of a statutory foundation only to the extent its jurisdiction is invoked as provided in this act or as otherwise provided by law. (b) A statutory foundation is not subject to continuing judicial supervision unless ordered by a court. (c) A civil proceeding to approve or disapprove a proposed decision or transaction of a statutory foundation may be commenced by the board of directors of the foundation.

Wyo. Stat. Ann. § 17-30-1002 Power of court to give directions.

(a) Upon application to the court by a founder, protector or statutory foundation, the court may issue a declaratory judgment regarding the following: (i) The meaning and effect of a provision in the articles of formation or operating agreement of the foundation; (ii) The administration of the property or purpose of the foundation; (iii) The function of the board of directors of the foundation; (iv) Such other matters as determined by the court to be relevant to the statutory foundation and its purpose. (b) If there is no express power to amend the purpose of a statutory foundation in the articles of formation, then a founder or the protector may apply to a court for an order to amend the purpose stated in the articles of formation in accordance with the probable intent of the founder and subject to the following: (i) The purpose stated in the articles of formation has been fulfilled; (ii) The purpose stated in the articles of formation cannot be carried out in accordance with the intent of the founder; (iii) The purpose stated in the articles of formation provides a use for only part of the property of the foundation; (iv) The purpose stated in the articles of formation cannot be completed or no longer exists.

Wyo. Stat. Ann. § 17-30-1003 Sealing and availability of documents.

Except for information that is otherwise publicly available, the privacy of persons who have organized a statutory foundation shall be protected in any judicial proceeding. A filed document or court order issued concerning a statutory foundation shall be sealed and shall not be made a part of the public record of the proceeding except as otherwise required by law. A filed document or court order issued shall be available to the court, a founder, the board of directors, a protector, the attorney of any of the persons specified in this section and any other interested person as the court may order upon a showing of need.

Wyo. Stat. Ann. § 17-30-1101 Continuance.

(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.

Wyo. Stat. Ann. § 17-30-1102 Transfer of a statutory foundation to another jurisdiction.

(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.

Source: WY Statutes (Official Site)URL: https://wyoleg.gov/statutes/compress/title17.pdfFetched: 10/4/2026