Industrial Corporations

Wyo. Stat. Ann. tit. 17, ch. 11
in effect

Wyo. Stat. Ann. § 17-11-102 Definitions.

(a) As used in this act, unless a different meaning is required by the context, the following words and phrases have the following meanings: (i) "Corporation" means a Wyoming industrial development corporation created under this act; (ii) "Financial institution" means any bank, trust company, savings and loan association, industrial bank, public or private pension or retirement fund, insurance company or related corporation, partnership, foundation, or other institution engaged in lending or investing funds; (iii) "Member" means any financial institution which undertakes to lend money to or to buy stock in the corporation created under this act; (iv) "Board of directors" means the board of directors of the corporation created under this act; (v) "Loan limit" means for any member, the maximum amount permitted to be outstanding at one (1) time on loans made by such member to the corporation, as determined under the provisions of this act; (vi) "Shareholder" means: (A) If the corporation is formed for profit, the holder of record of shares in the corporation; or (B) If the corporation is a nonprofit corporation, a member who has contributed money, property, services or other item of value and whose contribution is recorded on the books of the corporation.

Wyo. Stat. Ann. § 17-11-103 Incorporation; profit or nonprofit corporation; articles of incorporation generally.

(a) Fifteen (15) or more persons, a majority of whom shall be residents of this state, may form an industrial development corporation under the provisions of this act, by filing in the office of the secretary of state articles of incorporation. (b) The corporation may be formed as a nonprofit corporation in which event it shall be subject to and governed by the provisions of W.S. 17-19-101 through 17-19-1807, not in conflict with or inconsistent with the provisions of this act, or the corporation may be formed for profit in which event it shall be subject to and governed by the provisions of the Wyoming Business Corporation Act not in conflict with or inconsistent with the provisions of this act. (c) The articles of incorporation shall contain: (i) The name of the corporation which shall include the words "Industrial Development Corporation of Wyoming"; (ii) A statement as to whether the corporation is formed as a nonprofit corporation or for profit; (iii) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop and advance the business prosperity and economic welfare of Wyoming and its citizens; to encourage and assist through loans, investments or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, and improve the standard of living of the citizens of this state; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state. The purposes for which the corporation is formed may also include the rendering of service to industry by providing feasibility, product, production and market analyses, patent advice, technological information, research and development assistance, financial availability counseling, management counseling, and any other information, assistance or facilities required for the creation of new industry, to further the expansion of existing industry, or to induce industry to locate in the state; (iv) The total number of directors, their terms, and the method of their election; (v) If the corporation is a nonprofit corporation, a provision that the assets on dissolution, and any distributions of earnings or assets prior to dissolution, shall be made only to a charitable or educational organization or institution; (vi) The information required by W.S. 17-19-202, if the corporation is formed on a nonprofit basis and the information required by W.S. 17-16-202, if the corporation is formed for profit. (d) The articles of incorporation shall be subscribed and acknowledged by not less than five (5) persons. (e) The articles of incorporation shall recite that the corporation is organized under the provisions of this act. (f) The secretary of state shall not approve the articles of incorporation for a corporation organized under this act until a total of at least ten (10) national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, domestic building and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of said corporation, which agreement shall be filed with the secretary of state with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the secretary of state. Whenever the articles of incorporation shall have been filed in the office of the secretary of state and approved by him, and all filing fees and taxes have been paid, the subscribers, their successors and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business.

Wyo. Stat. Ann. § 17-11-104 Powers of corporation generally.

(a) In furtherance of its purposes the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (i) To elect, appoint, and employ officers, agents and employees; to make contracts and incur liabilities for any of the purposes of the corporation; (ii) To borrow money from its members, the small business administration or any other similar federal agency, or the state of Wyoming or any agency or department thereof or any other corporation or person, for any of the purposes of the corporation; to issue therefor its bonds, debentures, notes or other evidence of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof or interest therein, without securing stockholder or member approval; (iii) To make loans to any project, person, firm, corporation, association or trust, to invest in a small business investment company as regulated by the small business administration, and to establish and regulate the terms and conditions with respect to those loans or investments; (iv) To cooperate with and avail itself of the facilities of the United States department of commerce, the Wyoming business council created by W.S. 9-12-103 and any other similar state or federal governmental agencies; and to cooperate with and assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of such communities or of this state or of any part thereof; (v) To do all acts and things necessary or convenient to carry out the powers expressly granted in this act. (b) In addition to the powers herein enumerated, the corporation if organized as a nonprofit corporation shall have all of the powers conferred on such corporations by W.S. 17-19-101 through 17-19-1807, and if organized as a profit corporation shall have all of the powers conferred on corporations under the Wyoming Business Corporation Act.

Wyo. Stat. Ann. § 17-11-105 Authority to acquire and dispose of bonds, securities and capital stock of corporation.

(a) Notwithstanding any rule at common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures: (i) Any person, domestic or foreign corporation, public utility company, insurance company, financial institution as defined herein, or trust, is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, or to make contributions to any corporation organized hereunder, and while a shareholder to exercise all the rights, powers, and privileges granted shareholders, including the right to vote, all without the approval of any regulatory authority of the state except as otherwise provided in this act; (ii) All financial institutions as defined herein are hereby authorized to become members of the corporation and to make loans to the corporation as provided herein; and (iii) Each financial institution which becomes a member of the corporation may acquire, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, securities, or other evidence of indebtedness, or the shares of the capital stock of the corporation, and make contributions to the corporation, and as a shareholder exercise all the rights, powers, and privileges granted stockholders, including the right to vote, all without the approval of any regulatory authority of the state. (b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted herein is in addition to the amount of capital stock in corporations which such member may otherwise be authorized to acquire.

Wyo. Stat. Ann. § 17-11-106 Membership generally; loans to corporation.

(a) Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by the board. (b) Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on such terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions: (i) All loan limits shall be established at the thousand dollar amount nearest to the amount computed in accordance with the provisions of this section; (ii) Repealed by Laws 1988, ch. 84, § 2. (iii) The total amount outstanding on loans to the corporation made by any member at any one (1) time, when added to the amount of the investment in the capital stock of the corporation then held by such member, shall not exceed: (A) Twenty percent (20%) of the total amount then outstanding on loans to the corporation by all members, including in said total amount outstanding amounts validly called for loan but not yet loaned; (B) The following limit, to be determined as of the time such member becomes a member on the basis of the audited balance sheet of such member at the close of its fiscal year immediately preceding its application for membership, or in the case of an insurance company, its last annual statement to the state insurance commissioner: two and one-half percent (2 1/2%) of the capital and surplus of commercial banks and trust companies; one-half of one percent (1/2%) of the total outstanding loans made by savings and loan associations, and building and loan associations; two and one-half percent (2 1/2%) of the capital and unassigned surplus of stock insurance companies, except fire insurance companies; two and one-half percent (2 1/2%) of the unassigned surplus of mutual insurance companies, except fire insurance companies; one-tenth of one percent (1/10%) of the assets of fire insurance companies; and such limits as may be approved by the board of directors of the corporation for other financial institutions. The board of directors may, on the request of any financial institution applying for membership, and with the approval of two-thirds (2/3%) of the members of the same class as the financial institution making the request, authorize a different loan limit for such financial institution than is set forth above. (iv) Each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of the member's loan limit, reduced by the balance of outstanding loans made by the member to the corporation, the investment in capital stock of the corporation held by the member and the amount of any contribution made by the member to the corporation, at the time of the call. No member shall be subject to a call as a result of owning stock in the corporation. Calls shall be made only on members who have made member loans to the corporation; (v) All loans to the corporation by members under this section shall be evidenced by bonds, debentures, notes, or other evidence of indebtedness of the corporation, which shall be freely negotiable at all times, and which shall bear interest at a rate of not less than one-quarter of one percent (1/4%).

Wyo. Stat. Ann. § 17-11-107 Duration of membership; withdrawal.

Membership in the corporation shall be for the duration of the corporation, provided that upon written notice given to the corporation a minimum of three (3) years and a maximum of fifteen (15) years in advance, as determined by the board of directors, a member may withdraw from membership in the corporation at the expiration date of such notice.

Wyo. Stat. Ann. § 17-11-108 Powers of shareholders and members.

(a) The shareholders and the members of the corporation shall have the following powers of the corporation: (i) To determine the number of and elect directors as provided in W.S. 17-11-110; (ii) To make, amend and repeal bylaws; (iii) To amend the certificate of incorporation; (iv) To dissolve the corporation as provided in W.S. 17-11-116; (v) To do all things necessary or desirable to secure aid, assistance loans and other financing from any financial institutions, and from any agency established under the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or other similar federal laws now or hereafter enacted, and from the state of Wyoming or any agency or department thereof; (vi) To exercise such other of the powers of the corporation consistent with the act as may be conferred on the shareholders and the members by the bylaws. (b) As to all matters requiring action by the shareholders and the members of the corporation, the shareholders and members shall vote as provided in the bylaws of the corporation. (c) Unless otherwise provided in the articles of incorporation, each shareholder shall have one (1) vote, in person or by proxy, for each share of stock held by him. Each member shall have one (1) vote, in person or by proxy, for each share of stock held by him except that any member having a loan limit of more than one thousand dollars ($1,000.00) and having a loan to the corporation as provided under W.S. 17-11-106(b) shall have one (1) additional vote, in person or by proxy, for each additional one thousand dollars ($1,000.00) which the member has outstanding in loans to the corporation under W.S. 17-11-106(b) at any one (1) time.

Wyo. Stat. Ann. § 17-11-109 Amendments to articles of incorporation.

(a) The articles of incorporation may be amended by the votes of the shareholders and the members of the corporation as provided in the corporate bylaws. (b) An amendment to the articles of incorporation shall be filed with the secretary of state, and shall not take effect until the date of such filing.

Wyo. Stat. Ann. § 17-11-110 Board of directors.

(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, which shall consist of not less than five (5) nor more than seven (7) members. One (1) member of the board shall be the chief executive officer of the Wyoming business council or other person designated by the council. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the articles of incorporation or the bylaws of the corporation upon the shareholders or members. (b) The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, or if no annual meeting shall be held in the year of incorporation, then within ninety (90) days after the filing of the articles of incorporation at a special meeting to be called for such purpose. The directors shall hold office until the next annual meeting of the corporation and until their successors are elected and qualified unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders. (c) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of such directors and officers.

Wyo. Stat. Ann. § 17-11-111 Determination of net earnings and surplus.

Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as said directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.

Wyo. Stat. Ann. § 17-11-112 Depository of funds.

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated.

Wyo. Stat. Ann. § 17-11-113 Examination by director; reports.

The corporation shall be examined at least once annually by the director of the state department of audit or his designee and shall make reports of its condition annually to director, who in turn shall make copies of such reports available to the governor; and the corporation shall also furnish such other information as may from time to time be required by the director or the secretary of state. The director shall exercise the same power and authority over corporations organized under this act as is now exercised over banks and trust companies.

Wyo. Stat. Ann. § 17-11-114 First meeting.

(a) The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day appointed for the meeting, or may be held without such notice upon waiver in writing signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of said notice or of such unanimous agreement of the incorporators. (b) At such first meeting, the incorporators shall adopt bylaws, elect directors, and take such other action as the incorporators may see fit. Eight (8) of the incorporators shall constitute a quorum for the transaction of business.

Wyo. Stat. Ann. § 17-11-115 Perpetual existence.

The period of existence of the corporation shall be perpetual, subject to the right of the shareholders and the members to dissolve the corporation prior to the expiration of said period as provided in W.S. 17-11-116.

Wyo. Stat. Ann. § 17-11-116 Dissolution.

The corporation may upon the affirmative vote of two-thirds (2/3) of the votes to which the shareholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled to dissolve said corporation. Upon any dissolution of the corporation, none of the corporation's assets shall be distributed to the shareholders until all sums due the members of the corporation and creditors thereof have been paid in full. If the corporation is a nonprofit corporation the assets remaining after payment in full of all amounts due creditors and the members of the corporation shall be paid only to charitable or educational organizations and institutions, in accordance with the articles of incorporation and bylaws of the corporation.

Wyo. Stat. Ann. § 17-11-117 Corporations designated "state development companies" for purposes of federal law.

Any corporation organized under the provisions of this act shall be a state development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any similar federal legislation, and shall be authorized to operate on a statewide basis.

Wyo. Stat. Ann. § 17-11-118 Exemption from securities registration.

Corporations organized under the provisions of this act shall be exempt from registration under, or compliance with, the Wyoming Uniform Securities Act, W.S. 17-4-101 through 17-4-701.

Wyo. Stat. Ann. § 17-11-119 Tax exemptions, credits or privileges.

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this act.

Wyo. Stat. Ann. § 17-11-120 Filing fees.

Corporations organized for profit under the provisions of this act shall pay the filing fees required by W.S. 17-16-122 and 17-16-1630, and nonprofit corporations shall pay the filing fees required by W.S. 17-19-122 and 17-19-1630.
Source: WY Statutes (Official Site)URL: https://wyoleg.gov/statutes/compress/title17.pdfFetched: 10/4/2026
Wyo. Stat. Ann. tit. 17, ch. 11 — Industrial Corporations | Wyoming Statutes Annotated — Wyoming | Corpus