CHAPTER 16
WYOMING BUSINESS CORPORATION ACT
ARTICLE 1
GENERAL PROVISIONS
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.
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.
Subarticle B. Filing Documents
17‑16‑120. Filing requirements.
(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.
(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 manually 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.
(j) The document shall be delivered to the office of the secretary of state for filing and shall be accompanied by:
(i) One (1) exact or conformed copy except as provided in W.S. 17‑16‑503 and 17‑16‑1509;
(ii) The correct filing fee; and
(iii) Any franchise tax, license fee, or penalty required by this act or other law.
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 is effective:
(i) At the time of filing on the date it is filed, as evidenced by the secretary of state's date and time endorsement on the original document; 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 by the secretary of state if the document:
(i) Contains an incorrect statement; or
(ii) Was defectively executed, attested, sealed, verified, or acknowledged.
(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 incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C) Correct the incorrect statement or defective execution.
(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. 17‑16‑120, the secretary of state shall file the document.
(b) The secretary of state files a document by stamping or otherwise endorsing "Filed," together with his official title and the date and time of filing, on both the original and the document copy and on the receipt for the filing fee. After filing a document, except as provided in W.S. 17‑16‑503 and 17‑16‑1510, the secretary of state shall deliver the document copy, with the filing fee receipt (or acknowledgement of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative. The secretary of state, in his discretion, may issue a certificate evidencing the filing of a document upon the payment of the requisite fee.
(c) If the secretary of state refuses to file a document, he shall return it to the domestic or foreign corporation or its representative within five (5) days after the document was delivered, together with a brief, written explanation of the reason for his refusal.
(d) The secretary of state's duty to file documents under this section is ministerial. His filing or refusing to file a document does not:
(i) Affect the validity or invalidity of the document in whole or part;
(ii) Relate to the correctness or incorrectness of information contained in the document; or
(iii) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.
17‑16‑126. Appeal from secretary of state's refusal to file document.
(a) If the secretary of state refuses to file a document delivered to his office for filing, the domestic or foreign corporation may, within thirty (30) days after the return of the document, appeal the refusal to the district court of the county where the corporation's principal office is located in the state or, if the corporation does not have a principal office in the state, the district court of the county where its registered office is or will be located, or the district court of the county of residence of an incorporator for a domestic corporation, or in the district court of Laramie county. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of his refusal to file.
(b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c) The court's final decision may be appealed as in other civil proceedings.
17‑16‑127. Evidentiary effect of copy of filed document.
A certificate attached to a copy of a document filed by the secretary of state, bearing his signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
17‑16‑128. Certificate of existence.
(a) Anyone may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation.
(b) A certificate of existence or authorization sets forth:
(i) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(ii) That:
(A) The domestic corporation is duly incorporated under the law of this state, the date of its incorporation, and the period of its duration if less than perpetual; or
(B) The foreign corporation is authorized to transact business in this state.
(iii) That all fees, taxes, and penalties owed to this state have been paid, if:
(A) Payment is reflected in the records of the secretary of state; and
(B) Nonpayment affects the existence or authorization of the domestic or foreign corporation.
(iv) That its most recent annual report required by W.S. 17‑16‑1630 has been filed by the secretary of state;
(v) That articles of dissolution have not been filed; and
(vi) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state.
17‑16‑129. Penalty for signing false document.
(a) A person commits an offense if he signs a document he knows is false in any material respect with intent that the document be delivered to the secretary of state for filing.
(b) An offense under this section is a misdemeanor and shall be punished by a fine not exceeding one thousand dollars ($1,000.00), or by imprisonment not exceeding six (6) months, or both.
17‑16‑130. Powers.
The secretary of state has the power reasonably necessary to perform the duties required of him by this act. The secretary of state shall promulgate reasonable forms, rules and regulations necessary to carry out the purposes of this act.
17‑16‑140. Definitions.
(a) In this act:
(i) "Articles of incorporation" include amended and restated articles of incorporation and articles of merger;
(ii) "Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue;
(iii) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing in italics or boldface or contrasting color, or typing in capitals or underlined, is conspicuous;
(iv) "Corporation" or "domestic corporation" means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the provisions of this act;
(v) "Deliver" includes mail;
(vi) "Distribution" means a direct or indirect transfer of money or other property, except the corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;
(vii) "Effective date of notice" is defined in W.S. 17‑16‑141;
(viii) "Employee" includes an officer but not a director. A director may accept duties that make him also an employee;
(ix) "Entity" includes corporation and foreign corporation, not‑for‑profit corporation, profit and not‑for‑profit unincorporated association, business trust, estate, partnership, trust, or two (2) or more persons having a joint or common economic interest, and state, United States or foreign government;
(x) "Foreign corporation" means a corporation for profit incorporated under a law other than the law of this state;
(xi) "Governmental subdivision" includes authority, county, district, municipality, and any other political subdivision;
(xii) "Includes" denotes a partial definition;
(xiii) "Individual" includes the estate of an incompetent or deceased individual;
(xiv) "Means" denotes an exhaustive definition;
(xv) "Net assets" means the amount by which the total assets of a corporation exceed the total debts of the corporation;
(xvi) "Notice" is defined in W.S. 17‑16‑141;
(xvii) "Person" includes an individual, partnership, joint venture, corporation, joint stock company, limited liability company or any other association or entity, public or private;
(xviii) "Principal office" means the office within or outside of this state, so designated in the annual report;
(xix) "Proceeding" includes civil suit and criminal, administrative, and investigatory action;
(xx) "Record date" means the date established under article 6 or 7 on which a corporation determines the identity of its shareholders and their shareholdings for purposes of this act. The determinations shall be made as of the close of business on the record date unless another time for doing so is specified when the record date is fixed;
(xxi) "Secretary" means the corporate officer to whom the board of directors has delegated responsibility under W.S. 17‑16‑840(c) for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation;
(xxii) "Shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation;
(xxiii) "Shares" means the units into which the proprietary interests in a corporation are divided;
(xxiv) "State," when referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States;
(xxv) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation;
(xxvi) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States;
(xxvii) "Voting group" means all shares of one (1) or more classes or series that under the articles of incorporation or this act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this act to vote generally on the matter are for that purpose a single voting group;
(xxviii) "Electronic transmission" or "transmitted electronically" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient;
(xxix) "This act" means W.S. 17‑16‑101 through 17‑16‑1803.
17‑16‑141. Notice.
(a) Notice under this act shall be in writing unless oral notice is reasonable under the circumstances.
(b) Notice may be communicated in person; by telephone, telegraph, teletype, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published; or by radio, television, or other form of public broadcast communication.
(c) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective when mailed, if mailed postpaid and correctly addressed to the shareholder's address shown in the corporation's current record of shareholders.
(d) Written notice to a domestic or foreign corporation authorized to transact business in this state may be addressed to its registered agent at its registered office or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.
(e) Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:
(i) When received;
(ii) Five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed; or
(iii) On the date shown on the return receipt, if sent by registered or certified mail, or comparable private carrier, return receipt requested, and the receipt is signed, either manually or in facsimile, by or on behalf of the addressee.
(f) Oral notice is effective when communicated if communicated in a comprehensible manner.
(g) If this act prescribes notice requirements for particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this act, those requirements govern.
17‑16‑142. Number of shareholders.
(a) For purposes of this act, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:
(i) Three (3) or fewer coowners;
(ii) A corporation, partnership, trust, estate, or other entity; or
(iii) The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b) For purposes of this act, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
ARTICLE 2
INCORPORATION
17‑16‑201. Incorporators.
One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
17‑16‑202. Articles of incorporation.
(a) The articles of incorporation shall set forth:
(i) A corporate name for the corporation that satisfies the requirements of W.S. 17‑16‑401;
(ii) The number of shares the corporation is authorized to issue, which may be unlimited if so stated;
(iii) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and
(iv) The name and address of each incorporator.
(b) The articles of incorporation may set forth:
(i) The names and addresses of the individuals who are to serve as the initial directors;
(ii) Provisions not inconsistent with law including:
(A) The purpose or purposes for which the corporation is organized;
(B) Managing the business and regulating the affairs of the corporation;
(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) A par value for authorized shares or classes of shares;
(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.
(iii) Any provision that under this act is required or permitted to be set forth in the bylaws;
(iv) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(A) The amount of financial benefit received by a director to which he is not entitled;
(B) An intentional infliction of harm on the corporation or shareholders;
(C) A violation of W.S. 17‑16‑833; or
(D) An intentional violation of criminal law; and
(v) A provision permitting or making obligatory indemnification of a director for liability (as defined in W.S. 17‑16‑850(a)(v)) to any person for any action taken, or failure to take any action, as a director, except liability for:
(A) Receipt of a financial benefit to which he is not entitled;
(B) An intentional infliction of harm on the corporation or its shareholders;
(C) A violation of W.S. 17‑16‑833; or
(D) An intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.
(d) The articles of incorporation shall be accompanied by a written consent to appointment manually signed by the registered agent.
17‑16‑203. Incorporation.
(a) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.
(b) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
17‑16‑204. Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this act, are jointly and severally liable for all liabilities created while so acting.
17‑16‑205. Organization of corporation.
(a) After incorporation:
(i) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(ii) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators to:
(A) Elect directors and complete the organization of the corporation; or
(B) Elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed, either manually or in facsimile, by each incorporator.
(c) An organizational meeting may be held within or outside of this state.
(d) Within sixty (60) days after filing articles of incorporation, a corporation which maintains a registered agent required to register by W.S. 17‑16‑505, shall provide information to the registered agent as required by W.S. 17‑16‑507.
17‑16‑206. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.
(c) If bylaws are not adopted:
(i) An annual meeting shall be held within three (3) months after the close of the corporation's fiscal year;
(ii) The required officers shall be the president, the secretary and the treasurer; and
(iii) Bylaws may be adopted at any director or shareholder meeting.
17‑16‑207. Emergency bylaws.
(a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(i) Procedures for calling a meeting of the board of directors;
(ii) Quorum requirements for the meeting; and
(iii) Designation of additional or substitute directors.
(b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(i) Binds the corporation; and
(ii) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
ARTICLE 3
PURPOSES AND POWERS
17‑16‑301. Purposes.
(a) Every corporation incorporated under this act has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this act only if permitted by, and subject to all limitations of, the other statute.
17‑16‑302. General powers.
(a) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation power to:
(i) Sue and be sued, complain and defend in its corporate name;
(ii) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
(iii) Make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation;
(iv) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
(v) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
(vi) Purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any other entity;
(vii) Make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
(viii) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
(ix) Be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;
(x) Conduct its business, locate offices, and exercise the powers granted by this act within or without this state;
(xi) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
(xii) Pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents;
(xiii) Make donations for the public welfare or for charitable, scientific, or educational purposes;
(xiv) Transact any lawful business; and
(xv) Make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
17‑16‑303. Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d) of this section, the board of directors of a corporation may:
(i) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(ii) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d) of this section, unless emergency bylaws provide otherwise:
(i) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(ii) One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(i) Binds the corporation; and
(ii) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for the purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some extraordinary event.
17‑16‑304. Ultra vires.
(a) Except as provided in subsection (b) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged in a proceeding by:
(i) A shareholder against the corporation to enjoin the act;
(ii) The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(iii) The attorney general under W.S. 17‑16‑1430.
(c) In a shareholder's proceeding under paragraph (b)(i) of this section to enjoin an unauthorized corporate act the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
ARTICLE 4
NAME
17‑16‑401. Corporate name.
(a) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by W.S. 17‑16‑301 and its articles of incorporation.
(b) Except as authorized by subsections (c) and (d) of this section, a corporate name shall not be the same as, or deceptively similar to any trademark or service mark registered in this state and shall be distinguishable upon the records of the secretary of state from the name of any profit or nonprofit corporation, trade name, limited liability company, statutory trust company, limited partnership or other business entity organized, continued or domesticated under the laws of this state or licensed or registered as a foreign profit or nonprofit corporation, foreign limited partnership, foreign joint stock company, foreign statutory trust company, foreign limited liability company or other foreign business entity in this state or any fictitious or reserved name.
(c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from one (1) or more of the names described in subsection (b) of this section. The secretary of state shall authorize use of the name applied for if:
(i) The other person whose name is not distinguishable from the name which the applicant desires to register or reserve, irrevocably consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from the name of the applicant; or
(ii) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(d) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in this state if the other corporation is incorporated or authorized to transact business in this state and the proposed user corporation:
(i) Has merged with the other corporation; or
(ii) Has been formed by reorganization of the other corporation; or
(iii) Has acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(iv) Repealed By Laws 1996, ch. 80, § 3.
(e) This act does not control the use of fictitious names.
(f) A name is distinguishable from other names, on the records of the secretary of state, if it contains one (1) or more different letters or numerals, or if it has a different sequence of letters or numerals from the other names on the secretary of state's records. Differences which are not distinguishable are:
(i) The words or abbreviations of the words "corporation," "company," "incorporated," "limited partnership," "L.P.," "limited," "ltd.," "limited liability company," "limited company," "L.C." or "L.L.C.";
(ii) The presence or absence of the words or symbols of the words "the," "and" or "a";
(iii) Differences in punctuation and special characters;
(iv) Differences in capitalization; or
(v) Differences between singular and plural forms of words.
(g) The secretary of state has the power and authority reasonably necessary to interpret and efficiently administer this section and to perform the duties imposed by this section.
17‑16‑402. Reserved name.
(a) A person may apply to reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for is available, he shall file the application pursuant to W.S. 17‑16‑125 and reserve the name for the applicant's exclusive use for a nonrenewable one hundred twenty (120) day period.
(b) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a manually signed notice of the transfer that states the name and address of the transferee.
ARTICLE 5
OFFICE AND AGENT
17‑16‑501. Registered office and registered agent.
(a) Each corporation shall continuously maintain in this state:
(i) A registered office that may be the same as any of its places of business; and
(ii) A registered agent, who may be:
(A) An individual who resides in this state and whose business office is identical with the registered office;
(B) A domestic corporation or not‑for‑profit domestic corporation whose business office is identical with the registered office; or
(C) A foreign corporation or not‑for‑profit foreign corporation authorized to transact business in this state whose business office is identical with the registered office.
17‑16‑502. Change of registered office or registered agent.
(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(i) The name of the corporation;
(ii) The street address of its current registered office;
(iii) If the current registered office is to be changed, the street address of the new registered office;
(iv) The name of its current registered agent;
(v) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent to the appointment executed by the registered agent, either on the statement or attached to it; and
(vi) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b) If a registered agent changes the street address of his business office, he may change the street address of the registered office of any corporation for which he is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) of this section and recites that the corporation has been notified of the change.
17‑16‑503. Resignation of registered agent.
(a) A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the manually signed original and two (2) exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.
(b) After filing the statement the secretary of state shall mail one (1) copy to the registered office, if it is not discontinued, and the other copy to the corporation at its principal office.
(c) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty‑first (31st) day after the date on which the statement was filed.
17‑16‑504. Service on corporation.
(a) A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b) If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:
(i) The date the corporation receives the mail;
(ii) The date shown on the return receipt, if signed, either manually or in facsimile, on behalf of the corporation; or
(iii) Five (5) days after its dep