(a) One (1) or more foreign corporations and one (1) or more domestic corporations may be consolidated in the following manner, if the consolidation is permitted by the laws of the state under which each foreign corporation is organized:
(i) Each domestic corporation shall comply with the provisions of this act with respect to the consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized;
(ii) If the new corporation in a consolidation is to be governed by the laws of any state other than Wyoming, it shall comply with the provisions of this act with respect to foreign corporations if it is to transact business in Wyoming, and in every case it shall file with the secretary of state of Wyoming:
(A) An agreement that it may be served with process in Wyoming in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such consolidation and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the new corporation;
(B) An irrevocable appointment of the secretary of state of Wyoming as its agent to accept service of process in any such proceeding; and (C) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this act with respect to the rights of dissenting shareholders. Subarticle C. Conversion 17-16-1115. Conversion of corporation to limited liability company.
(a) A domestic corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.
(b) A foreign corporation may be converted to a domestic limited liability company pursuant to chapter 26 of this title.
(c) Repealed By Laws 2009, Ch. 115, § 3.
(d) After the conversion is approved by the shareholders, the limited liability company shall file articles of organization which satisfy the requirements of W.S. 17-29-201 and include:
(i) A statement that the corporation was converted to a limited liability company;
(ii) Its former name;
(iii) The state of formation and the date of organization; and (iv) A statement of the number of votes cast by the shareholders for and against conversion and if the vote is less than unanimous, the number or percentage required to approve the conversion under the articles of incorporation or bylaws.
(e) The conversion takes effect when the articles of organization are filed or at any later date specified in the articles.