2019 Wyoming Statutes
Title 17 - Corporations, Partnerships and Associations
Chapter 23 - Wyoming Statutory Trust Act
Article 2 - Merger, Consolidation and Continuance
Section 17-23-202 - Continuance of Foreign Statutory Trusts.
17-23-202. Continuance of foreign statutory trusts.
(a) Subject to subsection (b) of this section, any statutory trust created for any purpose except acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a financial institution as defined by W.S. 13-1-101(a)(ix) or its successor statute, under the laws of any jurisdiction other than this state may, if the jurisdiction will acknowledge the statutory trust's termination of domicile in the foreign jurisdiction, apply to the secretary of state for registration under this chapter, thus continuing the statutory trust in Wyoming as if it had been organized under the laws of this state. The secretary of state may issue a certificate of continuance upon receipt of an application for continuance as provided in subsection (c) of this section. The certificate of continuance may then be issued subject to any limitations and conditions and may contain any provisions as appear proper to the secretary of state.
(b) The secretary of state shall cause notice of issuance of a certificate of continuance to be given forthwith to the proper officer of the jurisdiction in which the statutory trust was previously organized.
(c) The application for continuance filed by a foreign statutory trust with the secretary of state shall include:
(i) A certified copy of its original certificate of trust and all amendments thereto or its equivalent;
(ii) The name of the statutory trust and the jurisdiction under the laws of which it is organized;
(iii) The date of organization and the period of duration of the statutory trust;
(iv) The address of the principal office of the statutory trust;
(v) The street address of the proposed registered office of the statutory trust in this state and the name of its proposed registered agent in this state at the address;
(vi) The purpose or purposes of the statutory trust which it proposes to pursue in the transaction of business in this state;
(vii) Any information concerning capital structure or financial status the secretary of state deems necessary to establish fees and taxes under the laws of this state;
(viii) Any additional information necessary or appropriate to enable the secretary of state to determine whether the statutory trust is entitled to a certificate of organization evidencing its existence and authority to transact business in this state.
(d) The application shall be executed by the statutory trust by its trustees or a trustee who is authorized to execute the application on behalf of the statutory trust and shall be verified by the trustee signing the application.
(e) The provisions of the application for continuance may without expressly so stating, vary from the provisions of the statutory trust's certificate of trust or governing instrument or equivalent, if the variation is one which a statutory trust organized under the Wyoming Statutory Trust Act could effect by way of amendment to its certificate of trust or governing instrument. Upon issuance of a certificate of continuance by the secretary of state, the certificate of continuance shall be the certificate of trust of the continued statutory trust. The statutory trust may elect to incorporate by reference in and attachment to the application for continuance its original certificate of trust or other authorization which had been adopted by the statutory trust in the foreign jurisdiction, in order to permit the original to continue to act as the certificate of trust of the statutory trust provided, however, that the original certificate of trust or other authorization shall be deemed amended to the extent necessary to make it conform to the laws of this state.
(f) The existence of any statutory trust issued a certificate of continuance under this chapter shall be deemed to have commenced on the date the statutory trust commenced its existence in the jurisdiction in which the statutory trust was first formed, organized or otherwise came into being. The laws of this state shall apply to a statutory trust continuing under this chapter to the same extent as if the statutory trust had been organized under the laws of this state from and after the issuance of a certificate of continuance under this chapter by the secretary of state to the statutory trust. When a foreign statutory trust is continued as a statutory trust under this chapter, the continuance shall not affect the statutory trust's ownership of its property or liability for any existing obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative actions, convictions, rulings, orders, judgments or any other characteristics or aspects of the statutory trust and its existence.
(g) As used in this section, the term "statutory trust" shall include any business trust, association or similar entity which appears to the secretary of state to possess characteristics sufficiently similar to those of a statutory trust organized under the Wyoming Statutory Trust Act.
