2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 16 - WYOMING BUSINESS CORPORATION ACT
ARTICLE 2 - INCORPORATION
SECTION 17-16-202 - Articles of incorporation.
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)(iii)) 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;
(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.
(e) The articles of incorporation shall be accompanied by a written consent to appointment signed by the registered agent.