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+# Chapitre 1 Dispositions générales
+
+## Article 1. NATURE-
+
+(1) La DAO est une personne morale qui peut être utilisée à des fins commerciales, mutualistes, sociales, environnementales ou politiques, dont la nature sera précisée dans ses Règlements.
+
+## Article 2. PERSONNALITÉ JURIDIQUE
+
+(1) Une DAO entrant dans le champ d'application du Modèle de Loi sera considérée comme une entité juridique séparée et distincte de ses membres. Une DAO sera, en son propre nom, capable:
+
+(a) d'ester en justice;
+
+(b) d'acquérir, de posséder, de détenir et de développer ou d'aliéner des biens, tant meubles qu'immeubles; et
+
+(c) faire et subir les actes et choses que les personnes morales peuvent légalement faire et subir.
+
+(2) Une DAO relevant du champ d'application du Modèle de Loi doit s'acquitter de ses obligations par le biais de ses Actifs Sur-La-Chaîne et Hors-chaîne.
+
+(3) La validité d'une action d'une DAO relevant du champ d'application du Modèle de Loi ne peut être contestée au motif que le DAO n'a pas le pouvoir d'agir.
+
+## Article 3. DEFINITIONS—
+
+(1) "Autorité d'Accréditation ": Par Autorité d'Accréditation on entend toute autorité publique ou privée qu'une juridiction qui adopte ou transpose le Modèle de Loireconnaît comme légitime pour assurer le respect d'un ou plusieurs ## Articles du Modèle de Loi.
+
+(2) "Administrateur": Par Administrateur on entend une personne, quel que soit son titre, qui est nommée d'une manière spécifiée dans les Statuts pour prendre des décisions discrétionnaires, soit individuellement, soit collectivement avec d'autres Administrateurs, en ce qui concerne des opérations spécifiques et prédéfinies de la DAO.
+
+(3) " Airdrop ": Par Airdrop on entend une distribution gratuite de jetons initiée par une DAO à une Adresse Publique, sans que cela comprenne les distributions de Jetons pour lesquelles une personne doit exécuter une action pour réclamer les Jetons distribués.
+
+(4) " Actif ": Par Actif on entend les actifs à la fois Sur-La-Chaîne et les actifs Hors-Chaîne.
+
+(5) " Règlements ": Par règlement on entend les règles et règlements qui régissent les procédures suivies par une DAO et l'interaction de ses Membres et Participants, qui doivent être énoncés en langage clair, sous forme de texte ou d'enregistrement sonore, visuel ou audiovisuel.
+
+(6) "Contentious Fork" Par Contentious Fork on entend un Hard Fork qui donne lieu à deux blockchains divergentes et potentiellement concurrentes.
+
+(7) "Organisation autonome décentralisée" Par Organisation Autonome Décentralisée (DAO) on entend les contrats intelligents (c'est-à-dire les logiciels basés sur la blockchain) déployés sur une Blockchain Publique Sans Permission, qui mettent en œuvre des règles spécifiques de prise de décision ou de gouvernance permettant à une multiplicité d'acteurs de se coordonner de manière décentralisée. Ces règles de gouvernance doivent être techniquement, mais pas nécessairement opérationnellement, décentralisées.
+
+(8) " Développeur " Par développeur on entend une personne impliquée dans le développement ou la maintenance de la DAO, que cela soit par la contribution au code du logiciel, au design, au marketing, par un support juridique ou auxiliaire.
+
+(9) "Mécanisme de Règlement des Différends" Par Mécanisme de Règlement des Différends on entend un système alternatif de règlement des différends Sur-La-Chaine, tel qu'un arbitrage, une expertise ou un système judiciaire alternatif Sur-La-Chaine, qui permet à quiconque de régler ses différends, controverses ou réclamations avec une DAO, découlant de celle-ci ou en rapport avec celle-ci. Une sentence, décision ou jugement se verra accorder le même statut et traitement qu'une sentence arbitrale internationale.
+
+(10) "Compte Détenu en Externe" Par Compte Détenu en Externe on entend une Adresse Publique contrôlée par une clé privée et qui n'a pas de code associé.
+
+(11) " Événement de Défaillance " Par Événement de Défaillance on entend la rencontre d'une DAO avec un bug technique ou « un exploit » qui rend la DAO non-opérationnelle ou modifie fondamentalement le fonctionnement prévu de la DAO.
+
+(12) "GUI" désigne une interface utilisateur graphique (_Graphical User Interface_), accessible publiquement par tous les Membres et Participants de la DAO, qu'elle soit hébergée par des moyens centralisés ou décentralisés, par laquelle les utilisateurs interagissent avec un logiciel informatique au moyen de représentations visuelles indicatrices. Cela peut inclure, sans s'y limiter, une interface web ou une application autonome.
+
+(13) "Hard Fork" Par Hard Fork on entend une mise à niveau du logiciel de la blockchain qui n'est pas compatible avec les versions précédentes du logiciel de la blockchain, et qui exige donc que tous les utilisateurs effectuent une mise à niveau.
+
+(14) " Juridiction " Par Juridiction on entent un territoire qui relève d'une autorité légale définie.
+
+(15) "Représentant Légal" Par Représentant Légal on entend une personne désignée de la manière spécifiée dans les Règlement pour exercer des fonctions procédurales Hors-Chaîne.
+
+(16) "Chaîne Majoritaire" Par Chaîne Majoritaire on entend la version de la chaîne acceptée par plus de 50% des validateurs de la blockchain à la suite d'un Hard Fork.
+
+(17) "Réunion" Par Réunion on entend un événement synchrone ou asynchrone dans le but de discuter et d'agir sur des questions relatives à la DAO par les Membres ou les Participants.
+
+(18) " Membre " désigne toute personne ou DAO qui a des droits de gouvernance dans une DAO.
+
+(19) "Chaîne Minoritaire" Par Chaîne Minoritaire on entend la version de la chaîne qui n'est pas la Chaîne Majoritaire après un Hard Fork.
+
+(20) " Modèle de Loi " désigne le présent Modèle de Loi pour les DAO.
+
+(21) " Hors-Chaîne " Par Hors-Chaîne on entend toute action ou transaction qui n'est pas réalisée sur une blockchain.
+
+(22) " Sur-La-Chaîne " Par Sur-La-Chaîne on entend toute action ou transaction qui est enregistrée et vérifiée sur une blockchain.
+
+(23) " Contribution Sur-La-Chaîne " Par Contribution Sur La Chaîne on entend tout jeton isolé et verrouillé dans l'un des contrats intelligents de la DAO aux fins de l'adhésion de Membre à la DAO et de la fourniture d'un capital retirable.
+
+(24) " Format Open Source ": Par Format Open Source on entend la définition de l'Open Source telle que proposée par l'Open Source Initiative.
+
+(25) " Participants " Par Participants on entend toute personne interagissant avec la DAO ou détenant des jetons natifs dans une DAO autres que les Membres.
+
+(26) " Blockchain Sans Permission " Par Blockchain Sans Permission on entent un grand registre disponible au public, permettant à toute entité de réaliser des transactions et de produire des blocs conformément au protocole de la blockchain, où la validité du bloc n'étant pas déterminée par l'identité du producteur.
+
+(27) "Personne" Par Personne on entend une personne physique, une société ou tout autre groupement de personnes.
+
+(28) "Proposition" Par Proposition on entend une suggestion d'actions à entreprendre par la DAO, qui devra être décidée conformément au Règlement de la DAO.
+
+(29) "Adresse Publique" Par Adresse Publique on entend un identifiant unique et durable avec lequel une ou plusieurs personnes peuvent effectuer des transactions sur une blockchain sans permission.
+
+(30) "Forum Public" Par Forum Public on entend un environnement librement accessible en ligne qui est communément utilisé pour l'expression de la parole et le débat public.
+
+(31) "Proposition Publique" Par Proposition Publique on entend une déclaration autorisée par voie de proposition par la DAO sur un Forum Public.
+
+(32) "Assurance Qualité" Par Assurance Qualité on entend que le code de la DAO a fait l'objet d'un examen de sécurité selon les normes de l'industrie, à savoir:
+
+(1) l'achèvement d'un audit professionnel de sécurité des logiciels avec un rapport d'audit mis à la disposition du public, sans qu'aucun risque de sécurité significatif ne subsiste, ainsi que l'achèvement d'une phase de prime aux bugspublic;
+
+(2) une vérification formelle au moyen d'une méthodologie basée sur la preuve mathématique dans laquelle le code en bytes du Smart Contract est directement vérifié comme étant correct par construction pour montrer l'entière correction fonctionnelle des propriétés critiques de sécurité du Smart Contract; ou
+
+(3) tout autre processus reconnu comme répondant aux mêmes normes de sécurité.
+
+(33) "Contrat Intelligent" Par Contrat Intelligent on entend un code déployé dans un environnement blockchain. Il est constitué d'un ensemble d'instructions prédéfinies et déterministes exécutées de manière distribuée par les nœuds du réseau blockchain sous-jacent, si les conditions sous-jacentes sont remplies. L'exécution d'un contrat intelligent produira un changement dans le statutde la blockchain.
+
+(34) "Jeton" Par Jeton on entend un enregistrement sur une lockchain Sans Permission, représentant généralement un Actif, un droit de participation ou un autre droit.
+
+(35) "Transaction" Par Transaction on entend une nouvelle entrée dans une Blockchain Sans Permission, souvent mais pas exclusivement, enregistrant un changement de propriété d'un Actif ou une participation à une DAO.
+
+# Chapitre 2 Formation et preuve de l'existence
+
+## Article 4. CONDITION DE FORMATION-
+
+(1) Pour qu'une DAO puisse bénéficier de la personnalité juridique, elle doit remplir les conditions suivantes:
+
+(a) La DAO doit être déployée sur une blockchain Sans Permission;
+
+(b) La DAO doit fournir une Adresse Publique unique par laquelle n'importe qui peut examiner les activités de la DAO et surveiller ses opérations;
+
+(c) L'ensemble du code logiciel de la DAO doit être en format Open-Source dans un Forum Public pour permettre à quiconque de l'examiner;
+
+(d) Le code logiciel de la DAO doit avoir été validée par une Assurance Qualité;
+
+(e) Il doit y avoir au moins une GUI qui permettra à un profane de lire la valeur des variables clés des contrats intelligents de la DAO et de surveiller toutes les transactions provenant de, ou adressées à, n'importe quel Contrat Intelligent de la DAO. La GUI précisera également si les Membres sont en mesure d'échanger leurs Jetons sans restriction et, dans le cas contraire, l'interface graphique mentionnera clairement les restrictions en vigueur;
+
+(f) La DAO doit avoir des Règlements compréhensibles pour un profane. Les statuts doivent être accessibles au public via une GUI ou un Forum Public. Les informations sensibles peuvent être expurgées des règlements avant leur publication, si ces expurgations sont nécessaires pour protéger la vie privée des Membres individuels ou des Participants de la DAO;
+
+(g) Le système de gouvernance de la DAO doit être techniquement décentralisé, mais pas nécessairement opérationnellement décentralisé, conformément à l'## Article 3(7).
+
+(h) Indépendamment du système de gouvernance choisi, il doit toujours y avoir au moins un Membre dans la DAO à tout moment;
+
+(i) Il doit exister un mécanisme publiquement spécifié permettant à un profane de contacter la DAO. Tous les Membres et Administrateurs de la DAO doivent pouvoir accéder au contenu de ce mécanisme de communication;
+
+(j) La DAO doit faire référence ou fournir un Mécanisme de Résolution des Litiges auquel la DAO, les Membres et les Participants seront liés;
+
+(k) La DAO doit se référer à un Mécanisme de Règlement des Différends ou en fournir un pour résoudre les différends avec des tiers qui, par leur nature, peuvent être réglés par un mode alternatif de règlement des différends.
+
+(2) La DAO, une fois qu'elle aura satisfait aux exigences de formation de l'## Article 4(1), aura une responsabilité limitée par défaut, sous réserve des dispositions de l'## Article 5.
+
+(3) Le respect simultané des exigences énoncées au paragraphe 1 de l'## Article 4 et l'annonce par le DAO qu'il a satisfait à ces exigences constituent une preuve concluante de la reconnaissance du DAO en vertu de la présente loi type et ne nécessitent pas de certification ou d'enregistrement par une Autorité d'Accréditation.
+
+(4) Une juridiction adoptant le Modèle de Loi peut autoriser une Autorité d'Accréditation à contrôler si une DAO continue de satisfaire aux exigences relatives à la personnalité juridique en vertu de la Modèle de Loi.
+
+(5) Une DAO peut demander confirmation à une Autorité d'Accréditation, si une telle autorité existe, pour déterminer si la DAO satisfait aux exigences relatives à la personnalité juridique en vertu du Modèle de Loi.
+
+# Chapitre 3 Responsabilité limitée, Souscription d'Actifs et droits des Membres
+
+## Article 5. RESPONSABILITÉ LIMITÉE
+
+(1) Sous réserve des dispositions de l'## Article 5(3) et de l'## Article 5(4), les Membres ne seront responsables que de la fourniture des Contributions Sur-La-Chaîne qu'ils se sont engagés à verser à la DAO, comme l'exigent les Règlements. Si la DAO épuise ses Actifs, les Membres ne seront pas responsables de l'excédent de responsabilité.
+
+(2) Sauf dans les cas prévus aux ## Articles 5(3) et 5(4) du présent Modèle de Loi, les Membres ne seront pas tenus responsables des obligations encourues par la DAO, y compris, mais sans s'y limiter, les obligations en matière de droit social et de fiscalité.
+
+(3) Si la DAO refuse de se conformer à un jugement, une ordonnance ou une sentence exécutoire prononcée à son encontre, les Membres qui ont voté contre la conformité seront responsables de tout paiement monétaire ordonné dans le jugement, l'ordonnance ou la sentence au prorata de leur part des droits de gouvernance dans la DAO.
+
+(4) Les ## Articles 5(1) à 5(4) n'affecteront pas la responsabilité personnelle d'un Membre en cas de délit civil commis par son propre acte ou par son omission fautive, mais un Membre ne sera pas personnellement responsable de l'acte ou de l'omission fautive de tout autre Membre de la DAO.
+
+## Article 6. SOUSCRIPTION ET PAIEMENT DES ACTIFS-
+
+(1) Aucune exigence de capital minimum ne s'appliquera à un DAO reconnu par le Modèle de Loi. Si la DAO souhaite maintenir un montant minimum de capital, le Règlement intérieur de la DAO précisera les règles de souscription et de paiement.
+
+(2) Le Règlement doit préciser les règles de sortie de la DAO qui traitent des conséquences de la sortie volontaire et involontaire des Membres et des Participants sur les souscriptions et les paiements qu'ils ont effectués.
+
+(3) Aucun Membre ne pourra contraindre la dissolution de la DAO pour n'avoir pas rendu sa Contribution Sur-La-Chaîne.
+
+## Article 7. Catégories DE PERSONNES PARTICIPANT à la DAO
+
+(1) Une DAO peut avoir plusieurs catégories de droits de participation définies dans, et accordées conformément à, ses Règlements.
+
+(2) Lorsque la DAO dispose de Jetons conférant des pouvoirs de gouvernance au détenteur du Jeton, ce dernier sera considéré comme un Membre de la DAO:
+
+(a) à partir du moment où la propriété des Jetons est établie comme étant en possession d'une adresse, ou
+
+(b) à partir du moment où la propriété est reconnue pour la première fois par le détenteur de Jetons par le biais d'une interaction Sur-La-Chaîne avec la DAO, en jalonnant les Jetons, en votant avec les Jetons Hors-Chaîne dont les résultats sont appliqués Sur-La-chaîne, en soumettant une proposition ou en transférant les Jetons à une autre adresse, dans le cas où aucune action n'a été entreprise par un détenteur de Jetons pour acquérir un Jeton, comme dans le cas d'un Airdrop.
+
+(3) Le présent ## Article ne s'applique pas en cas de Contentious Fork.
+
+(4) Le présent ## Article ne s'applique pas aux Airdrops.
+
+## Article 8. DROITS DE VOTE-
+
+Les droits de vote des Membres seront répartis de la manière suivante:
+
+(1) Le Règlement doit établir la répartition des droits de vote des catégories de Membres d'une DAO. La méthode de calcul et de répartition de ces droits de vote doit être indiquée avec précision dans le Règlement.
+
+## Article 9. PROCURATIONS- En ce qui concerne les procurations:
+
+(1) Les Membres ou les Participants peuvent se représenter eux-mêmes ou être représentés par une procuration.
+
+(2) Les procurations peuvent poser des questions, voter et exercer tous les autres droits des Membres ou des Participants.
+
+## Article 10. PROTECTION DES MINORITÉS-
+
+Dans l'intérêt des membres minoritaires des DAO: (1) La DAO doit clairement indiquer dans ses Réglements si elle prévoit un type quelconque de protection des droits des minorités.
+
+# Chapitre 4 Organisation interne et divulgation
+
+## Article 11. ORGANISATION INTERNE-
+
+(1) L'organisation interne et les procédures de la DAO doivent être définies dans son règlement intérieur.
+
+## Article 12. RÉUNIONS-
+
+(1) Une DAO ne sera pas tenue de convoquer une assemblée générale, mais les assemblées peuvent être incluses de manière facultative dans les Règlements;
+
+(2) Il ne sera pas nécessaire de tenir des réunions physiques, en personne, à moins que cela ne soit explicitement spécifié dans les Règlements;
+
+(3) Si les Règlements prévoient l'obligation de tenir des réunions, ils doivent prévoir un mécanisme explicite et transparent de notification des Réunions aux Administrateurs, aux Membres ou aux Participants, ainsi qu'une période définie pour délibérer sur les propositions soumises. Cette notification doit être communiquée par le biais d'une GUI.
+
+(4) Les exigences de quorum et de majorité pour les Réunions des Administrateurs, des Membres ou des Participants de la DAO seront spécifiées dans les Règlements.
+
+## Article 13. ADMINISTRATEURS-
+
+En ce qui concerne la délégation de pouvoirs et de fonctions à certaines personnes:
+
+(1) La DAO n'est pas tenue d'avoir des Administrateurs, y compris un conseil d'administration ou un fiduciaire, sauf si cela est prévu dans ses Règlements. En l'absence d'une telle disposition, tous les pouvoirs et toutes les tâches des Administrateurs seront dévolus aux Membres de la DAO en tant que groupe;
+
+(2) Le mécanisme de vote pour la nomination et la désignation d'un ou de plusieurs Administrateurs sera défini dans les Règlements.
+
+## Article 14. REPRÉSENTATION JURIDIQUE-
+
+En ce qui concerne la nomination de personnes pour accomplir des tâches Hors-Chaîne:
+
+(1) Une DAO peut choisir d'avoir un ou plusieurs représentants légaux pour entreprendre des tâches qui ne peuvent être réalisées Sur-La-Chaîne. La représentation légale peut être limitée à des tâches spécifiques, ou elle peut être générique à une catégorie plus large de tâches.
+
+(2) La représentation légale de la DAO sera effectuée par le Représentant légal selon les Règlements et attestée par une autorisation affichée sur un Forum public, dont la validité doit être vérifiable par preuve cryptographique. Le(s) Représentant(s) Légal(aux) peut(vent) entreprendre et exécuter tous les actes et contrats inclus dans le cadre de cette autorisation.
+
+(3) Il n'existe aucune exigence quant à la résidence ou au siège du ou des Représentants Légaux.
+
+(4) Un Représentant Légal ne sera pas personnellement responsable des actes accomplis au nom de la DAO.
+
+## Article 15. Absence DE STATUT FIDUCIAIRE IMPLICITE-
+
+En ce qui concerne les personnes qui prennent des décisions discrétionnaires dans l'intérêt de la DAO ou de parties prenantes spécifiques:
+
+(1) Les Développeurs, les Membres, les Participants ou le Représentant Légal d'une DAO ne doivent pas se voir imputer des obligations fiduciaires les uns envers les autres ou envers des tiers du seul fait de leur rôle, sauf si:
+
+(a) Ils se présentent explicitement comme un fiduciaire.
+
+(b) Leur statut de fiduciaire est stipulé dans les statuts de la DAO.
+
+# Chapitre 5 Dispositions spécifiques au DAO
+
+## Article 16. Contentious Fork DANS LA BLOCKCHAIN SOUS-JACENTE-
+
+En cas de Hard Fork dans la Blockchain Sans Permission sous-jacente:
+
+(1) Par défaut, la représentation légale de la DAO reste sur la Chaîne Majoritaire et tout Actif Hors-Chaîne appartiendra à la DAO sur la Chaîne Majoritaire.
+
+(2) La DAO peut choisir de maintenir une présence légale sur une Chaîne Minoritaire si elle exprime son intention de le faire par une Déclaration Publique, et dans ce cas, tout Actif Hors-Chaîne appartiendra à la DAO sur la Chaîne Minoritaire choisie.
+
+(3) Le DAO peut liquider ses actifs Sur-La-Chaîne à la suite d'un Hard Fork afin de déplacer ces Actifs vers la chaîne choisie.
+
+(4) Alternativement, la DAO peut choisir de se diviser en plusieurs entités juridiques, chacune sur une chaîne distincte, si elle communique par Déclaration Publique:
+
+(a) son intention de le faire, et
+
+(b) qu'il existe une répartition définitive des actifs Hors Chaîne entre la ou les chaînes Majoritaires et Minoritaires.
+
+## Article 17. RESTRUCTURATION De la DAO
+
+(1) Dans le cas où il n'y a pas de Contentious Fork et que le Contrat Intelligent d'une DAO est restructuré par modification, mise à niveau ou migration, il conservera sa personnalité juridique et sa responsabilité limitée uniquement dans la mesure où:
+
+(a) Le nouveau code de la DAO continue à remplir toutes les conditions de formation de l'## Article 4;
+
+(b) En cas de migration, lorsque la DAO doit être associée à une nouvelle Adresse Publique unique, une notification est fournie par le biais d'une Déclaration Publique. Le non-respect de ces exigences entraînera la perte de la personnalité juridique et de la responsabilité limitée au moment de la restructuration.
+
+(2) Une DAO restructuré conformément au paragraphe (1) sera la successeuse universel de la DAO originale et héritera de ses droits et obligations.
+
+## Article 18. EVENEMENT DE DÉFAILLANCE-
+
+Dans le cas d'un Événement de Défaillance:
+
+(1) La personnalité juridique et la responsabilité limitée sont maintenues dans la mesure nécessaire pour protéger les Membres de la DAO et les Participants de toute responsabilité personnelle.
+
+(2) Un Événement de Défaillance peut engager la responsabilité de la ou des personnes ayant déployé(s) ou mis à niveau la DAO si cette ou ces personnes:
+
+(a) a agi de mauvaise foi manifeste; ou
+
+(b) a/ont commis une négligence grave.
+
+# Chapitre 6 Dispositions diverses
+
+## Article 19. APPLICATION DE LA LOI GÉNÉRALE SUR LES ORGANISMES DE COMMERCE-
+
+La DAO sera régie par:
+
+(1) Les Règlements;
+
+(2) Le Modèle de Loi, telle qu'adoptée ou transposée dans la législation nationale; et
+
+(3) Dans la mesure où des lacunes subsistent, la loi générale sur les organisations commerciales de l'État qui reconnaît la DAO. Toute ambiguïté résultant de cette application sera résolue de manière à respecter la lettre et les objectifs du Modèle de Loi.
+
+## Article 20. IMPOSITION DES DAO-
+
+L'imposition des DAO reconnues par le présent Modèle de Loi sera fondée sur les principes suivants:
+
+(1) Par défaut, toute DAO reconnue par la présente Loi type sera traitée comme une entité intermédiaire à des fins fiscales, aucune taxe au niveau de l'entité ne revenant à la DAO. Tout gain réalisé sera transféré aux membres de la DAO au prorata des Jetons qu'ils détiennent.
+
+(2) Lorsqu'un Membre n'est pas lui-même une entité imposable, comme une autre DAO, les gains réalisés attribués à ces Membres seront transmis à la première personne imposable de la même manière que celle spécifiée à l'## Article 20(1)
diff --git a/COALA/README.md b/COALA/README.md
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+# (Draft) Proposal to expand Codeslaw Legislative hacking
+
+[ToC]
+
+## Why?
+1. LexDAO mission - LexDAO is a [guild](https://lexdao.substack.com/p/legal-engineering-certification-via-nft) of legal engineers with mission to innovate and bring the traditional legal settlement layer to code.
+2. [Cardano](https://arxiv.org/pdf/2003.14271.pdf) has identified a [community challenge](https://cardano.ideascale.com/c/campaigns/26446/about) around crypto-asset ownership, unfair taxation, and privacy.
+3. Problem root-cause analysis is 3-fold
+- [ ] _Incoherency_ of policy advocation (partly due to PoS)
+- [ ] _Inconsistency_ of accounting treatment (different interpretation of same event)
+- [ ] _Incomprehensiblity_ of technical jargon (hard to communicate to general public)
+
+## How2
+
+### Sense:
+Cardano community to nominate public submissions opportunities (legislative, regulatory, industry), LexDAO to select a legal engineer to coordinate a formal proposal (eg co-regulation or factual-briefs) within that country. That coordinator will draw in necessary tax, jurisprudence, regulatory, etc expertise as needed whilst polling affected Cardano subDAOs as to priorities/preferences. By fostering internal consensus first, can then draw in industry partners or infuencers based on grounded principles (eg property rights or ESG goals) rather than wish-list.
+
+### Analyse:
+We frame the debate (freedom of association, privity of contract, differential privacy) to triage the public policy mechanisms (protective, preventative, punitive) that identify and triage legislative rules that are detrimental to the success of Cardano ecosystem. Building from repo of comparative law (what works in other countries) we analyse options ranging from factual findings to accounting clarity (definition of tax events) to specific legislative language.
+
+### Respond:
+Conduct a hackathon of business interests, regulatory observers, and legal engineering professionals to aggregate and condense the analysis into:
+- preferred _policies_,
+- draft _proposals_, or
+- specific legal _provisions_.
+
+These will be compiled into a document for submission after endorsement by the Cardano participants.
+
+## Budget (For3)
+
+We plan to allocate ~$5-10k / hackathon (up to 20-30 public submissions) to
+1. participation prizes (books, swag, social capital, etc) for co-regulation drafting ~40%
+2. coordinator(s) time to getting submission finalised ~30%
+3. bounties to improving the policy repo (comparative law), compiling resources (factual briefs), and language translations (if necessary) ~20%
+4. Gas fees for PoAP, snail-mail, communications, meeting-room hire, PR, admin disbursement, etc. <10%
+
+## Who4
+
+- Cardano Community (DAO2DAO);
+- invited business reps, regulatory observers or consultative committee members;
+- legal engineers, crypto-lawyers, standards body;
+
+## What
+
+Previous LexDAO or member submissions
+- Wyoming Select Committee on Blockchain, Financial Technology, and Digital Inovation Technology: [DAO ammendment bill](https://gateway.pinata.cloud/ipfs/Qmd5GczQqGLM3tssDSafDdsxE6tq5NFyAnRpJEaN89dPQu)
+- Senate Banking Committee: Working group commentary on [taxes](https://docs.google.com/document/d/1byeDtmrODAAK5tL8YbcEZ1xpz6OrOL5CtUjVJRCyXMQ/edit)
+- SEC Digital Asset Rule-Making Request [individual member submission](https://www.sec.gov/rules/petitions/2022/petn4-782.pdf)
+
+## When
+
+Anticipated public commentary depending on volunteer time
+
+- [ ] Thai Securities and Exchange Commission - ~~advertising rules on digital assets~~ 1Q2022 (no interest)
+- [ ] SEC Alternative Trading Systems (Prof Vennet coordinator TBC) 1Q2022 (awaiting Federal Register)
+- [ ] European Payments Council: Consultation ~~Standardisation of Quick-Response (QR)-codes~~ (no legal implications) 14 Apr 2022
+- [ ] AU ACCC Review of Consumer Data Rights focusing on implementation of OpenBanking ([CfP](https://github.com/ConsumerDataStandardsAustralia/standards/issues/235)) 29 Mar 2022
+- [ ] ISO/TEC 307 Blockchain and distributed ledger technologies Secretariat (Esen Esene TBC) Decentralized Identity standard for the identification of subjects and objects 3Q2022
+- [ ] ISO/TEC 307 Blockchain and distributed ledger technologies Secretariat (Esen Esene TBC) Blockchain and distributed ledger technologies - Overview of trust anchors for DLT-based identity management (TADIM) 4Q2022
+- [ ] Texas DAO LLC 202?
+- [ ] California DAO LLC 202?
+- [ ] Parliamentary Select Committee on Australia as a Technology and Financial Centre: _Possible DAO laws_ 2022?2023
+- [ ] Various cryptocurrency [bills](https://www.lexology.com/library/detail.aspx?g=85a9c756-922d-40fb-90e7-420e8f821811)
+
+## Addenda
+
+## RTFM
+
+- Cardano [Guidelines](https://docs.google.com/document/d/1g-iZhDlKhUBZkui1uv8NVNfJC4oVD3JtR-P6Fue7XPU/edit#)
+- Financial Stability Board: Cryptoasset Risk [Assessment](https://www.fsb.org/wp-content/uploads/P160222.pdf)
+- EU Parliament's Committee on Economic and Monetary Affairs: ([draft](https://www.europarl.europa.eu/doceo/document/CJ12-PR-704888_EN.pdf)) cryptoasset service providers information collection
\ No newline at end of file
diff --git a/Form_of_WY_LLC_DaoOpAgreement_Fascist.html b/Form_of_WY_LLC_DaoOpAgreement_Fascist.html
new file mode 100644
index 0000000..c04c85f
--- /dev/null
+++ b/Form_of_WY_LLC_DaoOpAgreement_Fascist.html
@@ -0,0 +1,384 @@
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+Wyoming
+Limited Liability DAO
+Operating Agreement of
+
+
+FascistDAO
+
+This Limited Liability Operating
+Agreement (the "Agreement") of FascistDAO (the
+"DAO"), effective as of 20th Feb 2022
+(the "Effective Date"), is entered into by and
+between the DAO and John Doe,
+as the sole intial member of the DAO (the "Member").
+
+WHEREAS, the DAO was
+formed as a limited liability company on 21st Feb 2022 by
+the filing of a Certificate of Formation with the Secretary of State
+of the State of Wyoming pursuant to and in accordance with the
+Wyoming Title 17 Chapter 31 Decentralized Autonomous Organization
+Act, as amended from time to time (the "Act"); and
+
+WHEREAS, the Member agrees
+that the membership in and management of the DAO shall be governed by
+the terms set forth herein.
+
+NOW, THEREFORE, the Member agrees
+as follows:
+
+
+ Name.
+ The name of the DAO is FascistDAO.
+
+ Purpose.
+ The purpose of the DAO is to engage in any lawful act or activity
+ for which limited liability companies may be formed under the Act
+ and to engage in any and all activities necessary or incidental
+ thereto.
+
+ Principal
+ Office; Registered Agent.
+
+
+ Principal Office. The
+ location of the principal office of the DAO shall be 0xCA1F,
+ or such other location as the Member may from time to time
+ designate.
+
+ Registered Agent. The
+ registered agent of the DAO for service of process in the State of
+ Wyoming and the registered office of the DAO in the State of
+ Wyoming shall be that person and location reflected in the
+ Certificate of Formation. In the event the registered agent
+ ceases to act as such for any reason or the registered office shall
+ change, the Member shall promptly designate a replacement
+ registered agent or file a notice of change of address, as the case
+ may be, in the manner provided by law.
+
+
+ Members.
+
+
+ Initial Member. The Member
+ owns 100% of the membership interests in the DAO. The name and the
+ business, residence, or mailing address of the Member are as
+ follows:
+
+
+
+
+
+
+
+ Name
+ |
+
+ Address
+ |
+
+
+
+ John
+ Doe
+ |
+
+ 0xBEEF
+ |
+
+
+
+ Additional Members. One
+ or more additional members may be admitted to the DAO with the
+ consent of the Member. Prior to the admission of any such
+ additional members to the DAO, the Member shall amend this
+ Agreement to make such changes as the Member shall determine to
+ reflect the fact that the DAO shall have such additional members.
+ Each additional member shall execute and deliver a supplement or
+ counterpart to this Agreement, as necessary.
+
+ Membership Interests;
+ Certificates. As per 17-31-112,
+ the DAO will not issue any certificates to evidence ownership of
+ the membership interests.
+
+
+
+ Management.
+
+
+ Authority; Powers and Duties
+ of the Fascist Member. The Member shall have exclusive and
+ complete authority and discretion to manage the operations and
+ affairs of the DAO and to make all decisions regarding the business
+ of the DAO. Any action taken by the Fascist Member shall constitute
+ the act of and serve to bind the DAO. Persons dealing with the DAO
+ are entitled to rely conclusively on the power and authority of the
+ Member as set forth in this Agreement. The Member shall have all
+ rights and powers of severing any portion
+ of this Operating Agreement and redeploying severance as smart
+ contract under the Act, and shall have such authority,
+ rights, and powers in the management of the DAO to do any and all
+ other acts and things necessary, proper, convenient, or advisable
+ to effectuate the purposes of this Agreement.
+
+ Election of Officers;
+ Delegation of Authority. The Member may, from time to time,
+ designate one or more smart contract
+ mechanisms with
+ such multi-sigs as may be designated by the Member to
+ act in the name of the DAO with such authority as may be delegated
+ to such officers by the Member (each such designated
+ person in control of a multi-sig, an "Officer").
+ Any such Officer shall act pursuant to such delegated authority
+ until such Officer is removed by the Member. Any action taken by an
+ Officer designated by the Member pursuant to authority delegated to
+ such Officer shall constitute the act of and serve to bind the DAO.
+ Persons dealing with the DAO are entitled to rely conclusively on
+ the power and authority of any officer set forth in this Agreement
+ and any instrument designating such officer and the authority
+ delegated to him or her.
+
+
+ Liability
+ of Member; Indemnification.
+
+
+ Liability of Member.
+ Except as otherwise required in the Act, the debts, obligations,
+ and liabilities of the DAO, whether arising in contract, tort, or
+ otherwise, shall be solely the debts, obligations, and liabilities
+ of the DAO, and the Member shall not be obligated personally for
+ any such debt, obligation, or liability of the DAO solely by reason
+ of being the Member or participating in the management of the DAO.
+
+ Indemnification. To the
+ fullest extent permitted under the Act, the Member (irrespective of
+ the capacity in which it acts) shall be entitled to indemnification
+ and advancement of expenses from the DAO for and against any loss,
+ damage, claim, or expense (including attorneys' fees) whatsoever
+ incurred by the Member relating to or arising out of any act or
+ omission or alleged acts or omissions (whether or not constituting
+ negligence or gross negligence) performed or omitted by the Member
+ on behalf of the DAO; provided, however, that any indemnity under
+ this Section 6(b) shall be provided out of and to the extent of DAO
+ assets only, and neither the Member nor any other person shall have
+ any personal liability on account thereof.
+
+
+ Term.
+ The term of the DAO shall be perpetual unless the DAO is dissolved
+ and terminated in accordance with 17-31-114.
+
+
+ Initial
+ Capital Contributions. The Member
+ hereby agrees to contribute to the DAO such cash, property, or
+ services as determined by the Member.
+
+ Tax
+ Status; Income and Deductions.
+
+
+ Tax Status. As long as
+ the DAO has only one member, it is the intention of the DAO and the
+ Member that the DAO be treated as a disregarded entity for federal
+ and all relevant state tax purposes and neither the DAO nor the
+ Member shall take any action or make any election which is
+ inconsistent with such tax treatment. All provisions of this
+ Agreement are to be construed so as to preserve the DAO's tax
+ status as a disregarded entity.
+
+ Income and Deductions.
+ All items of income, gain, loss, deduction, and credit of the DAO
+ (including, without limitation, items not subject to federal or
+ state income tax) shall be treated for federal and all relevant
+ state income tax purposes as items of income, gain, loss,
+ deduction, and credit of the Member.
+
+
+ Distributions.
+ Distributions shall be made to the Member at the times and in the
+ amounts determined by the Member.
+
+ Dissolution;
+ Liquidation.
+
+
+ The DAO shall dissolve, and its
+ affairs shall be wound up upon the first to occur of the following:
+ (i) the written consent of the Member; or (ii) any other event or
+ circumstance giving rise to the dissolution of the DAO under
+ Section 17-31-114 of the Act, unless the DAO's existence is
+ continued pursuant to the Act.
+
+ Upon dissolution of the DAO,
+ the DAO shall immediately commence to wind up its affairs and the
+ Member shall promptly liquidate the business of the DAO. During the
+ period of the winding up of the affairs of the DAO, the rights and
+ obligations of the Member under this Agreement shall continue.
+
+ In the event of dissolution,
+ the DAO shall conduct only such activities as are necessary to wind
+ up its affairs (including the sale of the assets of the DAO in an
+ orderly manner), and the assets of the DAO shall be applied as
+ follows: (i) first, to creditors, to the extent otherwise permitted
+ by law, in satisfaction of liabilities of the DAO (whether by
+ payment or the making of reasonable provision for payment thereof);
+ and (ii) thereafter, to the Member.
+
+ Upon the completion of the
+ winding up of the DAO, the Member shall file a Certificate
+ of Cancellation in accordance with the Act.
+
+
+ Miscellaneous.
+
+
+ Amendments. Amendments
+ to this Agreement may be made only with the consent of the Fascist
+ Member.
+
+ Governing Law. This
+ Agreement shall be governed by and construed in accordance with the
+ internal laws of the State of Wyoming without giving effect to any
+ choice or conflict of law provision or rule (whether of the State
+ of Wyoming or any other jurisdiction).
+
+ Severability. Subject
+ to presumptive code deference, in the event that any
+ provision of this Agreement shall be declared to be invalid,
+ illegal, or unenforceable, such provision shall survive to the
+ extent it is not so declared, and the validity, legality, and
+ enforceability of the other provisions hereof shall not in any way
+ be affected or impaired thereby, unless such action would
+ substantially impair the benefits to any party of the remaining
+ provisions of this Agreement.
+
+ Dispute
+ Resolution. Unless
+ indicated in this operating agreement or
+ code deference to a
+ substitutionary smart
+ contract as per clause
+ 5(a), Fascist Member is
+ the sole judge and jury of any dispute, with LexDAO LLC (Delaware )
+ being the authorised witness at 0xbea7.
+
+
+
+
+NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS
+
+The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization and operating agreement, if applicable, of a decentralized autonomous organization may define, reduce or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization.
+
+
+
+IN WITNESS WHEREOF, the
+undersigned has executed this Agreement as
+Deed to be effective as of the date first above written.
+
+
+
+
+
+
+
+
+
+
+ |
+
+
+
+
+ |
+
+
+
+
+
+
+ |
+
+ MEMBER:
+
+
+
+ ______________________________________________
+John
+ Doe
+ |
+
+
+
+
+
+
+ |
+
+
+
+
+ COMPANY:
+ FascistDAO,
+ a Wyoming limited liability company
+
+
+
+
+
+
+ |
+
+
+
+
+
+
+ |
+
+ By:
+ _____________________________________________
+John Doe, its
+ inital member
+ |
+
+
+
+
+
+
+
+
+
diff --git a/README.md b/README.md
index 07ee171..8b11d83 100644
--- a/README.md
+++ b/README.md
@@ -1,9 +1,94 @@
-# Strike Squad
-> roster of lexdao strike squad for web3 hackathons
-
-| Name | Ethereum Address |
-|----------|:-------------:|
-| Scott Stevenson | [`0x130093A5aEbc07e78e16f0EcEF09d1c45AfD8178`](https://etherscan.io/address/0x130093A5aEbc07e78e16f0EcEF09d1c45AfD8178) |
-| Adam Kerpelman | [`0xa3564677FC4907A15c9A7EAe1DBc1ae9aC57b8E1`](https://etherscan.io/address/0xb7f49e02552751b249cae86959fd50d887708b1d) |
-| Bill Warren | [`0x7136fbDdD4DFfa2369A9283B6E90A040318011Ca`](https://etherscan.io/address/0x7136fbDdD4DFfa2369A9283B6E90A040318011Ca) |
-| Ross Campbell | [`0x1C0Aa8cCD568d90d61659F060D1bFb1e6f855A20`](https://etherscan.io/address/0x1c0aa8ccd568d90d61659f060d1bfb1e6f855a20) |
+## Cook-out for WY DAO bill
+
+The difference between a butcher and surgeon is **knowing where to cut**
+
+### Why?
+
+LexDAO is a [guild](https://lexdao.substack.com/p/legal-engineering-certification-via-nft) of legal engineers with mission to innovate and bring the traditional legal settlement layer to code. Wyoming is pioneering [DAO friendly](https://www.coindesk.com/policy/2021/04/22/state-lawmaker-explains-wyomings-newly-passed-dao-llc-law/) legislation and is requesting [public comments](https://www.wyoleg.gov/Calendar/20220101/Meeting?type=committee&id=13118) on [DAO]( https://wyoleg.gov/InterimCommittee/2021/S19-2022012422LSO-0063v0.6.pdf), [identity](https://wyoleg.gov/InterimCommittee/2021/S19-2022012422LSO-0203v0.6.pdf), and [privacy](https://wyoleg.gov/InterimCommittee/2021/S19-2022012422LSO-0146v0.7.pdf). We intend to assemble a banquet of **codeslaw chefs** to cook up buffalo burger (WY Title 17-31) using functional ([regulatory](https://coala.global/wp-content/uploads/2021/06/DAO-Model-Law.pdf)) equivalence.
+
+
+
+### How2
+
+1. Convene a hackathon to crowdsource, compile and compose a formal submission based on public policy, market accepted practices (LexDAO prior consults) and specific preferred legislative wording;
+ 1. get substantive redlining of WY 17-31 by Friday 12pm for consensus review by all members;
+ 2. have members split into groups to cite market practices and polish annotations;
+ 3. Master-Chef to assemble final doc, convene snapshot vote to members to approve, email committee.
+1. Nominate a LexDAO representive to address any questions at the Committee face [vid-meeting](https://wyoleg-gov.zoom.us/webinar/register/WN_ZZ-Tk063RTCbH38Z22SHJw);
+1. Document specific clauses for LLC [operating agreements](https://github.com/drllau/hackathon-/blob/master/Form_of_WY_LLC_DaoOpAgreement_Fascist.html) and the matching smart contract into a private wiki.
+
+### For3 (How much)
+As external raid, request sufficient LDM tokens for apprentices to earn membership and **enough gas to mint the PoAPs**. *Optionally* an advance (future grant application of $2k for gitcoin) for bounty for an OpenLaw markdown -> XHTML -> PDF toolchain. The members that **successfully contribute to the wiki** will be considered for [LEETH certification](https://medium.com/@NickJRishwain/legal-engineering-certification-via-nft-by-lexdao-891350abdc2d).
+
+Tentative Budget [TBC Weds governance call](https://docs.google.com/document/d/1iTufaenJmaVNAjz6T8wJdCGPGwnfknUVYsCKGDMR07I/edit#heading=h.75cn2ohzl3m5)
+- (2-4) x $65-100 - last 4 NFT LexDAO T-shirts? for (D & T as mentors) + shipping
+- 3 signed copies of Lawrence Lessig book (3 x $20) as prizes for nmembers doing good work
+- Enought gas to mint PoAPs (~10 chef, ~20 taster, 3 mentors)
+- some voting tokens (batch, 1 per **new** extern/apprentice signing up & participating in hackathon)
+- cost to print-shop enough 3-hole bound copies for committee and deliver at U. Wyoming
+Try to keep total < 0.05 ETH (~$200-250), less if cheaper merch gifts?
+
+### Who4
+- **Master Chef** Marc (nominated assemble final edits)
+- **Sous Chef** Omen (nominated ... roundup people and be MC)
+- Saucier (responsible for PoAP ... Alvinf volunteered)
+- Sommelier (sound stage [TBA consult with Nick as to tech])
+-
+- **Chefs de Partie** - LEETH candidates to break submission into chunks like RWA ownership by LLCs;
+- **Commis Chefs** - LexDAO members training up web3 skills and line-edits;
+- Kitchen Hands - guests and members commenting on submission;
+-
+- **Dishwasher** @drllau - prep & cleanup;
+- **Maitre d' mentors** (Donna and Taty) representing regulators and state agents.
+
+### What
+
+- crowdsoruce [criticism](https://lexdao.substack.com/p/wyoming-built-a-home-for-daos-but) of WY DAO;
+- look at specific legislative provisions and simplify (eg _Roles not Offices_ means audit trail not piecemeal wet-ink reports);
+- write recommendations based on policy objective (as per COALA).
+
+ 
+
+### When
+
+- Weds 12pm [Governance call](https://discord.gg/5PsZYCBz?event=931580979708059648) on budget approval and apprenticeship scheme
+1. Fri 21st Jan 12pm kickoff - finishes Sun 6pm EST.
+2. Weds 25th Jan 8:30am WY Senate Committe meeting;
+3. close end of season 1 with private Wiki on good practices (eg Series LLC)
+
+ 
+
+Hackathon will follow classic double-diamond model
+- Fri - bounty board, social mixers (CryptoVoxel) read LLC & compiled suggested legislation changes, and consensus on the issues
+- Sat - split up document, allow visitors to see how operating agreements crafted to opt out of default clauses;
+- Sun - finalise write up on shared document segments, assemble & format as PDF
+
+## Addenda
+### Where (find details)
+- [Discord](https://discord.gg/mVM9UC85) Wyoming DAO subthread
+- [Discord Stage](https://discord.com/events/682960432272506907/933230133635080252) as AMA - 4 speaking slots
+- [CryptoVoxel](https://www.cryptovoxels.com/parcels/2223 ) (~~hackathon social beer-garden~~ Scott seem to renovated ... crowded)
+
+### Mut8
+Key changes - the discord channel permissions will be changed during hackathon to handle the traffic
+- #legalstruct-general (unchanged)
+- #entity (omen for LEETH Chefs de Partie and Commis Chefs apprentices)
+- #account (drllau for members or apprentices only - no visitors)
+- #assigns (members or apprentices only - no visitors)
+
+Contact @drllau for special guest or one-off permission to access.
+
+PoAP design still in progression ... something along lines of cartoonish burger (animated?)
+
+### RTFM
+
+Wyoming Statutes Title 17 Chapter 31 - DAO (being [tenderised](https://github.com/drllau/hackathon-/blob/master/WY_Statute_Title17/Chapter31-DAO.md))
+
+Wyoming Statutes Title 17 Chapter 29 - [LLC](https://law.justia.com/codes/wyoming/2020/title-17/chapter-29/)
+
+Wyoming Statutes Title 17 Chapter 28 - [Agent](https://law.justia.com/codes/wyoming/2020/title-17/chapter-28/)
+
+SEC NFT Rule-making [4-771](https://www.sec.gov/rules/petitions/2021/petn4-771.pdf) and [commentary](https://www.natlawreview.com/article/rulemaking-petition-seeks-sec-guidance-nfts)
+
+SEC Digital Asset Rule-making [4-782](https://www.sec.gov/rules/petitions/2022/petn4-782.pdf) _Prof. JW Verret#2720_
+
diff --git a/WY_Statute_Title17/Chapter29-LLC.md b/WY_Statute_Title17/Chapter29-LLC.md
new file mode 100644
index 0000000..b52fbdd
--- /dev/null
+++ b/WY_Statute_Title17/Chapter29-LLC.md
@@ -0,0 +1,3322 @@
+# CHAPTER 29 - WYOMING LIMITED LIABILITY COMPANY ACT
+
+## ARTICLE 1 - GENERAL PROVISIONS
+
+### **17-29-101. Short title.**
+
+This chapter may be cited as the "Wyoming Limited Liability Company Act".
+
+### **17-29-102. Definitions.**
+
+(a) As used in this chapter:
+
+(i) "Articles of organization" means the articles required by W.S. 17-29-201(b). The term includes the articles as amended or restated;
+
+(ii) "Contribution" means any benefit provided by a person to a limited liability company:
+
+(A) In order to become a member upon formation
+of the company and in accordance with an agreement between or
+among the persons that have agreed to become the initial members
+of the company;
+
+(B) In order to become a member after formation
+of the company and in accordance with an agreement between the
+person and the company; or
+
+(C) In the person's capacity as a member and in
+accordance with the operating agreement or an agreement between
+the member and the company.
+
+(iii) "Debtor in bankruptcy" means a person that is
+the subject of:
+
+
+(A) An order for relief under Title 11 of the
+United States Code or a successor statute of general
+application; or
+
+(B) A comparable order under federal, state or
+foreign law governing insolvency.
+
+(iv) "Designated office" means:
+
+(A) The office of a registered agent that a
+limited liability company is required to designate and maintain
+under W.S. 17-28-101; or
+
+(B) The principal office of a foreign limited
+liability company.
+
+(v) "Distribution", except as otherwise provided in
+W.S. 17-29-405(g), means a transfer of money or other property
+from a limited liability company to another person on account of
+a transferable interest;
+
+(vi) "Effective" with respect to a record required or
+permitted to be delivered to the secretary of state for filing
+under this article, means effective under W.S. 17-29-205(c);
+
+(vii) "Foreign limited liability company" means an
+unincorporated entity formed under the law of a jurisdiction
+other than this state and denominated by that law as a limited
+liability company or which appears to the secretary of state to
+possess characteristics sufficiently similar to those of a
+limited liability company organized under this chapter;
+
+(viii) "Limited liability company", except in the
+phrase "foreign limited liability company", means an entity
+formed under this chapter;
+
+(ix) "Low profit limited liability company" means a
+limited liability company that has set forth in its articles of
+organization a business purpose that satisfies, and which
+limited liability company is at all times operated to satisfy,
+each of the following requirements:
+
+(A) The entity significantly furthers the
+accomplishment of one (1) or more charitable or educational
+purposes within the meaning of section 170(c)(2)(B) of the
+Internal Revenue Code and would not have been formed but for the
+entity's relationship to the accomplishment of charitable or
+educational purposes;
+
+(B) No significant purpose of the entity is the
+production of income or the appreciation of property provided,
+however, that the fact that an entity produces significant
+income or capital appreciation shall not, in the absence of
+other factors, be conclusive evidence of a significant purpose
+involving the production of income or the appreciation of
+property; and
+
+(C) No purpose of the entity is to accomplish
+one (1) or more political or legislative purposes within the
+meaning of section 170(c)(2)(D) of the Internal Revenue Code.
+
+(x) "Manager" means a person that under the operating
+agreement of a manager-managed limited liability company is
+responsible, alone or in concert with others, for performing the
+management functions stated in W.S. 17-29-407(c);
+
+(xi) "Manager-managed limited liability company"
+means a limited liability company that qualifies under W.S.
+17-29-407(a);
+
+(xii) "Member" means a person that has become a
+member of a limited liability company under W.S. 17-29-401 and
+has not dissociated under W.S. 17-29-602;
+
+(xiii) "Member-managed limited liability company"
+means a limited liability company that is not a manager-managed
+limited liability company;
+
+(xiv) "Operating agreement" means the agreement,
+whether or not referred to as an operating agreement and whether
+oral, in a record, implied or in any combination thereof, of all
+the members of a limited liability company, including a sole
+member, concerning the matters described in W.S. 17-29-110(a).
+The term includes the agreement as amended or restated;
+
+(xv) "Organizer" means a person that acts under W.S.
+17-29-201 to form a limited liability company;
+
+(xvi) "Person" means as defined by W.S.
+8-1-102(a)(vi);
+
+(xvii) "Principal office" means the principal
+executive office of a limited liability company or foreign
+limited liability company, whether or not the office is located
+in this state;
+
+(xviii) "Record" means information that is inscribed
+on a tangible medium or that is stored in an electronic or other
+medium and is retrievable in perceivable form;
+
+(xix) "Sign" or "signature" includes any manual,
+facsimile, conformed or electronic signature;
+
+(xx) "State" means a state of the United States, the
+District of Columbia, Puerto Rico, the United States Virgin
+Islands or any territory or insular possession subject to the
+jurisdiction of the United States;
+
+(xxi) "Transfer" includes an assignment, conveyance,
+deed, bill of sale, lease, mortgage, security interest,
+encumbrance, gift or transfer by operation of law;
+
+(xxii) "Transferable interest" means the right, as
+originally associated with a person's capacity as a member, to
+receive distributions from a limited liability company in
+accordance with the operating agreement, whether or not the
+person remains a member or continues to own any part of the
+right;
+
+(xxiii) "Transferee" means a person to which all or
+part of a transferable interest has been transferred, whether or
+not the transferor is a member;
+
+(xxiv) "Financial institution" means a bank, savings
+and loan association or state chartered credit union;
+
+(xxv) "Majority of the members," unless the operating
+agreement provides otherwise, means:
+
+(A) For a limited liability company formed
+before July 1, 2010, more than fifty percent (50%) of its
+membership interests based on each memberâs proportionate
+contribution to the capital of the limited liability company, as
+adjusted from time to time to properly reflect any additional
+contributions or withdrawals by the members, unless the limited
+liability company amends its articles of organization to provide
+otherwise;
+
+(B) For a limited liability company formed on or
+after July 1, 2010, a per capita majority of the members.
+
+### **17-29-103. Knowledge; notice.**
+
+(a) A person knows a fact when the person:
+
+(i) Has actual knowledge of it; or
+
+(ii) Is deemed to know it under paragraph (d)(i) of
+this section or law other than this chapter.
+
+(b) A person has notice of a fact when the person:
+
+(i) Has reason to know the fact from all of the facts
+known to the person at the time in question; or
+
+(ii) Is deemed to have notice of the fact under
+paragraph (d)(ii) of this section.
+
+(c) A person notifies another of a fact by taking steps
+reasonably required to inform the other person in ordinary
+course, whether or not the other person knows the fact.
+
+(d) A person that is not a member is deemed:
+
+(i) To know of a limitation on authority to transfer
+real property as provided in W.S. 17-29-302(g); and
+
+(ii) To have notice of a limited liability company's:
+
+(A) Dissolution, ninety (90) days after articles
+of dissolution under W.S. 17-29-702(b)(ii)(A) and the limitation
+on the member's or manager's authority as a result of the
+statement of dissolution becomes effective;
+
+(B) Reserved; and
+
+(C) Merger, conversion, continuance, transfer or
+domestication, ninety (90) days after articles of merger,
+conversion, continuance, transfer or domestication under article
+10 of this chapter become effective.
+
+### **17-29-104. Nature, purpose and duration of limited liability company.**
+
+(a) A limited liability company is an entity distinct from
+its members.
+
+(b) A limited liability company may have any lawful
+purpose, regardless of whether for profit.
+
+(c) A limited liability company has perpetual duration.
+
+(d) Limited liability companies may be organized under
+this chapter for any lawful purpose, except for the purpose of
+acting as a financial institution or acting as an insurer as
+defined in W.S. 26-1-102(a)(xvi).
+
+(e) Nothing in this chapter shall be interpreted as
+precluding an individual whose occupation requires licensure
+under Wyoming law from forming a limited liability company if
+the applicable licensing statutes do not prohibit it and the
+licensing body does not prohibit it by rule or regulation
+adopted consistent with the appropriate licensing statute. No
+limited liability company may offer professional services or
+practice a profession except by and through its licensed members
+or licensed employees, each of whom shall retain his
+professional license in good standing and shall remain as fully
+liable and responsible for his professional activities, and
+subject to all rules, regulations, standards and requirements
+pertaining thereto, as though practicing individually rather
+than in a limited liability company.
+
+### **17-29-105. Powers.**
+A limited liability company has the capacity to sue and be sued
+in its own name and the power to do all things necessary or
+convenient to carry on its activities.
+
+### **17-29-106. Governing law.**
+
+(a) The law of this state governs:
+
+(i) The internal affairs of a limited liability
+company; and
+
+(ii) The liability of a member as member and a
+manager as manager for the debts, obligations or other
+liabilities of a limited liability company.
+
+### **17-29-107. Supplemental principles of law; applicability.**
+
+(a) Unless displaced by particular provisions of this
+chapter, the principles of law and equity supplement this
+chapter.
+
+(b) The Financial Technology Sandbox Act shall apply to
+this chapter.
+
+### **17-29-108. Name.**
+
+(a) The words "limited liability company," or its
+abbreviations "LLC" or "L.L.C.," "limited company," or its
+abbreviations "LC" or "L.C.," "Ltd. liability company," "Ltd.
+liability co." or "limited liability co." shall be included in
+the name of every limited liability company formed under the
+provisions of this act except the name of a low profit limited
+liability company, as defined in W.S. 17-29-102(a)(ix) shall
+contain the abbreviations "L3C," "l3c," "low profit ltd.
+liability company," "low profit ltd. liability co." or "low
+profit limited liability co.". In addition, the limited
+liability company name may not:
+
+(i) Contain a word or phrase which indicates or
+implies that it is organized for a purpose other than one (1) or
+more of the purposes contained in its articles of organization;
+
+(ii) 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
+other business names as provided in W.S. 17-16-401;
+
+(iii) Contain a word or phrase which indicates or
+implies that it is organized under the Wyoming Business
+Corporation Act, the Wyoming Statutory Close Corporation
+Supplement or the Nonprofit Corporation Act.
+
+(b) Nothing in this article shall prohibit the use of a
+tradename in accordance with applicable law.
+
+### **17-29-109. Reservation of name.**
+
+(a) A person may reserve the exclusive use of the name of
+a limited liability company, including a fictitious or assumed
+name for a foreign limited liability company whose name is not
+available, by delivering an application to the secretary of
+state for filing. The application must state the name and
+address of the applicant and the name proposed to be reserved.
+If the secretary of state finds that the name for which
+application has been made is available, it shall be reserved for
+the applicant's exclusive use for a one hundred twenty (120) day
+period.
+
+(b) The owner of a name reserved for a limited liability
+company may transfer the reservation to another person by
+delivering to the secretary of state for filing a signed notice
+of the transfer which states the name and address of the
+transferee.
+
+### **17-29-110. Operating agreement; scope, function and limitations.**
+
+(a) Except as otherwise provided in subsections (b) and
+
+(c) of this section, the operating agreement governs all of the
+following:
+
+(i) Relations among the members as members and
+between the members and the limited liability company;
+
+(ii) The rights and duties under this chapter of a
+person in the capacity of manager;
+
+(iii) The activities of the company and the conduct
+of those activities;
+
+(iv) The means and conditions for amending the
+operating agreement;
+
+(v) Management rights and voting rights of members;
+
+(vi) Transferability of membership interests;
+
+(vii) Distributions to members prior to dissolution;
+
+(viii) All other aspects of the management of the
+limited liability company.
+
+(b) To the extent the operating agreement does not
+otherwise provide for a matter described in subsection (a) of
+this section, this chapter governs the matter.
+
+(c) An operating agreement shall not:
+
+(i) Vary a limited liability company's capacity under
+W.S. 17-29-105 to sue and be sued in its own name;
+
+(ii) Vary the law applicable under W.S 17-29-106;
+
+(iii) Vary the power of the court under W.S.
+17-29-204;
+
+(iv) Reserved;
+
+(v) Eliminate the contractual obligation of good
+faith and fair dealing under W.S. 17-29-409(d);
+
+(vi) Unreasonably restrict the duties and rights
+stated in W.S. 17-29-410;
+
+(vii) Vary the power of a court to decree dissolution
+in the circumstances specified in W.S. 17-29-701(a)(iv) and (v);
+
+(viii) Vary the requirement to wind up a limited
+liability company's business as specified in W.S. 17-29-702(a)
+and (b)(i);
+
+(ix) Unreasonably restrict the right of a member to
+maintain an action under article 9 of this chapter;
+
+(x) Reserved; or
+
+(xi) Reserved.
+
+### **17-29-111. Operating agreement; effect on limited liability company and persons becoming members; preformation agreement.**
+
+(a) A limited liability company is bound by and may
+enforce the operating agreement, whether or not the company has
+itself manifested assent to the operating agreement.
+
+(b) A person that becomes a member of a limited liability
+company is deemed to assent to the operating agreement.
+
+(c) Two (2) or more persons intending to become the
+initial members of a limited liability company may make an
+agreement providing that upon the formation of the company the
+agreement will become the operating agreement. One (1) person
+intending to become the initial member of a limited liability
+company may assent to terms providing that upon the formation of
+the company the terms will become the operating agreement.
+
+### **17-29-112. Operating agreement; effect on third parties and relationship to records effective on behalf of limited liability company.**
+
+(a) An operating agreement may specify that its amendment
+requires the approval of a person that is not a party to the
+operating agreement or the satisfaction of a condition. An
+amendment is ineffective if its adoption does not include the
+required approval or satisfy the specified condition.
+
+(b) The obligations of a limited liability company and its
+members to a person in the person's capacity as a transferee or
+dissociated member are governed by the operating agreement. An
+amendment to the operating agreement made after a person becomes
+a transferee or dissociated member is effective with regard to
+any debt, obligation or other liability of the limited liability
+company or its members to the person in the person's capacity as
+a transferee or dissociated member.
+
+(c) If a record that has been delivered by a limited
+liability company to the secretary of state for filing and has
+become effective under this chapter contains a provision that
+would be ineffective under W.S. 17-29-110(c) if contained in the
+operating agreement, the provision is likewise ineffective in
+the record.
+
+(d) Subject to subsection (c) of this section, if a record
+that has been delivered by a limited liability company to the
+secretary of state for filing and has become effective under
+this chapter conflicts with a provision of the operating
+agreement:
+
+(i) The operating agreement prevails as to members,
+dissociated members, transferees and managers; and
+
+(ii) The record prevails as to other persons to the
+extent they reasonably rely on the record.
+
+### **17-29-113. Registered office and registered agent to be maintained.**
+
+(a) Each limited liability company shall have and
+continuously maintain in this state:
+
+(i) A registered office as provided in W.S. 17-28-101
+through 17-28-111;
+
+(ii) A registered agent as provided in W.S. 17-28-101
+through 17-28-111.
+
+(b) The provisions of W.S. 17-28-101 through 17-28-111
+shall apply to all limited liability companies.
+
+### **17-29-114. Foreign limited liability companies; operation; revocation and reinstatement of certificates of authority.**
+To the extent not inconsistent with this act or the provisions
+of the Wyoming Business Corporations Act, a foreign limited
+liability company shall do business in Wyoming by complying with
+the provisions of W.S. 17-16-1501 through 17-16-1536 in the same
+manner as a foreign corporation. A foreign limited liability
+company's certificate of authority shall be revoked or
+reinstated in the manner provided for foreign corporations in
+W.S. 17-16-1530 through 17-16-1532.
+
+## ARTICLE 2 - FORMATION, ARTICLES OF ORGANIZATION AND OTHER FILINGS
+
+### **17-29-201. Formation of limited liability company; articles of organization.**
+
+(a) One (1) or more persons may act as organizers to form
+a limited liability company by signing and delivering to the
+secretary of state for filing articles of organization.
+
+(b) Articles of organization shall state:
+
+(i) The name of the limited liability company, which
+must comply with W.S. 17-29-108;
+
+(ii) The street address of the limited liability
+company's initial registered office and the name of its initial
+registered agent at that office; and
+
+(iii) Reserved.
+
+(c) The articles of organization shall be accompanied by a
+written consent to appointment signed by the registered agent.
+
+(d) Subject to W.S. 17-29-112(c), articles of organization
+may also contain statements as to matters other than those
+required by subsection (b) of this section. However, a
+statement in articles of organization is not effective as a
+statement of authority.
+
+(e) The following rules apply:
+
+(i) A limited liability company is formed when the
+articles of organization become effective, unless the articles
+state a delayed effective date pursuant to W.S. 17-29-205(c);
+
+(ii) If the articles state a delayed effective date,
+a limited liability company is not formed if, before the
+articles take effect, a statement of cancellation is signed and
+delivered to the secretary of state for filing and the secretary
+of state files the articles;
+
+(iii) Subject to any delayed effective date and
+except in a proceeding by this state to dissolve a limited
+liability company, the filing of the articles of organization by
+the secretary of state is conclusive proof that the organizer
+satisfied all conditions to the formation of a limited liability
+company.
+
+### **17-29-202. Amendment or restatement of articles of organization.**
+
+(a) Articles of organization may be amended or restated at
+any time. Articles of organization shall be amended when:
+
+(i) There is a change in the name of the limited
+liability company;
+
+(ii) There is a false or erroneous statement in the
+articles of organization.
+
+(b) To amend its articles of organization, a limited
+liability company must deliver to the secretary of state for
+filing an amendment stating:
+
+(i) The name of the company;
+
+(ii) The date of filing of its articles of
+organization; and
+
+(iii) The changes the amendment makes to the articles
+as most recently amended or restated.
+
+(c) To restate its articles of organization, a limited
+liability company shall deliver to the secretary of state for
+filing a restatement, designated as such in its heading,
+stating:
+
+(i) In the heading or an introductory paragraph, the
+company's present name and the date of the filing of the
+company's initial articles of organization; and
+
+(ii) The changes the restatement makes to the
+articles as most recently amended or restated.
+
+(d) Subject to W.S. 17-29-112(c) and 17-29-205(c), an
+amendment to or restatement of articles of organization is
+effective when delivered for filing with the secretary of state.
+
+(e) If a member of a member-managed limited liability
+company, or a manager of a manager-managed limited liability
+company, knows that any information in filed articles of
+organization was inaccurate when the articles were filed or has
+become inaccurate owing to changed circumstances, the member or
+manager shall promptly:
+
+(i) Cause the articles to be amended; or
+
+(ii) If appropriate, deliver to the secretary of
+state for filing a statement of correction under W.S. 17-28-102
+or a statement of correction under W.S. 17-29-206.
+
+### **17-29-203. Signing of records to be delivered for filing to secretary of state.**
+
+(a) A record delivered to the secretary of state for
+filing pursuant to this chapter shall be signed as follows:
+
+(i) Except as otherwise provided in paragraphs (ii)
+through (iv) of this subsection, a record signed on behalf of a
+limited liability company shall be signed by a person authorized
+by the company;
+
+(ii) A limited liability company's initial articles
+of organization shall be signed by at least one (1) person
+acting as an organizer;
+
+(iii) Reserved;
+
+(iv) A record filed on behalf of a dissolved limited
+liability company that has no members shall be signed by the
+person winding up the company's activities under W.S.
+17-29-702(c) or a person appointed under W.S. 17-29-702(d) to
+wind up those activities;
+
+(v) A statement of cancellation under W.S.
+17-29-201(e)(ii) shall be signed by each organizer that signed
+the initial articles of organization, but a personal
+representative of a deceased or incompetent organizer may sign
+in the place of the decedent or incompetent;
+
+(vi) A statement of denial by a person under W.S.
+17-29-303 shall be signed by that person; and
+
+(vii) Any other record shall be signed by the person
+on whose behalf the record is delivered to the secretary of
+state.
+
+(b) Any record filed under this chapter may be signed by
+an agent.
+
+### **17-29-204. Signing and filing pursuant to judicial order.**
+
+(a) If a person required by this chapter to sign a record
+or deliver a record to the secretary of state for filing under
+this chapter does not do so, any other person that is aggrieved
+may petition the appropriate court to order:
+
+(i) The person to sign the record;
+
+(ii) The person to deliver the record to the
+secretary of state for filing; or
+
+(iii) The secretary of state to file the record
+unsigned.
+
+(b) If a petitioner under subsection (a) of this section
+is not the limited liability company or foreign limited
+liability company to which the record pertains, the petitioner
+shall make the company a party to the action.
+
+### **17-29-205. Delivery to and filing of records by secretary of state; effective time and date.**
+
+(a) A record authorized or required to be delivered to the
+secretary of state for filing under this chapter shall be
+captioned to describe the record's purpose, be in a medium
+permitted by the secretary of state, and be delivered to the
+secretary of state. If the filing fees required by this act or
+other law and any past due fees, taxes or penalties have been
+paid, unless the secretary of state determines that a record
+does not comply with the filing requirements of this chapter,
+the secretary of state shall file the record and:
+
+(i) For a statement of denial under W.S. 17-29-303,
+send a copy of the filed statement and a receipt for the fees to
+the person on whose behalf the statement was delivered for
+filing and to the limited liability company; and
+
+(ii) For all other records, send a copy of the filed
+record and a receipt for the fees to the person on whose behalf
+the record was filed.
+
+(b) Upon request and payment of the requisite fee, the
+secretary of state shall send to the requester a certified copy
+of a requested record.
+
+(c) Except as otherwise provided in W.S. 17-28-103 and
+17-29-206, a record delivered to the secretary of state for
+filing under this article shall be effective as provided in W.S.
+17-16-123.
+
+(d) If the secretary of state refuses to file a record
+under subsection (a) of this section, the secretary of state
+shall return it to the limited liability company or its
+representative within fifteen (15) days after the record was
+delivered, together with a brief, written explanation of the
+reason for the refusal.
+
+### **17-29-206. Correcting filed record.**
+
+(a) A limited liability company or foreign limited
+liability company may deliver to the secretary of state for
+filing a statement of correction to correct a record previously
+delivered by the company to the secretary of state and filed by
+the secretary of state, if at the time of filing the record
+contained inaccurate information or was defectively signed.
+
+(b) A statement of correction under subsection (a) of this
+section may not state a delayed effective date and shall:
+
+(i) Describe the record to be corrected, including
+its filing date, or attach a copy of the record as filed;
+
+(ii) Specify the inaccurate information and the
+reason it is inaccurate or the manner in which the signing was
+defective; and
+
+(iii) Correct the defective signature or inaccurate
+information.
+
+(c) When filed by the secretary of state, a statement of
+correction under subsection (a) of this section is effective
+retroactively as of the effective date of the record the
+statement corrects, but the statement is effective when filed:
+
+(i) For the purposes of W.S. 17-29-103(d); and
+
+(ii) As to persons that previously relied on the
+uncorrected record and would be adversely affected by the
+retroactive effect.
+
+### **17-29-207. Liability for inaccurate information in filed record.**
+
+(a) If a record delivered to the secretary of state for
+filing under this chapter and filed by the secretary of state
+contains inaccurate information, a person that suffers a loss by
+reliance on the information may recover damages for the loss
+from:
+
+(i) A person that signed the record, or caused
+another to sign it on the person's behalf, and knew the
+information to be inaccurate at the time the record was signed;
+and
+
+(ii) Subject to subsection (b) of this section, a
+member of a member-managed limited liability company or the
+manager of a manager-managed limited liability company, if:
+
+(A) The record was delivered for filing on
+behalf of the company; and
+
+(B) The member or manager had notice of the
+inaccuracy for a reasonably sufficient time before the
+information was relied upon so that, before the reliance, the
+member or manager reasonably could have:
+
+(I) Effected an amendment under W.S.
+17-29-202;
+
+(II) Filed a petition under W.S. 17-29-204;
+or
+
+(III) Delivered to the secretary of state
+for filing a statement of correction under W.S. 17-28-102 or a
+statement of correction under W.S. 17-29-206.
+
+(b) To the extent that the operating agreement of a
+member-managed limited liability company expressly relieves a
+member of responsibility for maintaining the accuracy of
+information contained in records delivered on behalf of the
+company to the secretary of state for filing under this chapter
+and imposes that responsibility on one (1) or more other
+members, the liability stated in paragraph (a)(ii) of this
+section applies to those other members and not to the member
+that the operating agreement relieves of the responsibility.
+
+(c) An individual who signs a record authorized or
+required to be filed under this chapter affirms under penalty of
+perjury that the information stated in the record is accurate.
+
+### **17-29-208. Certificate of existence or authorization.**
+
+(a) The secretary of state, upon request and payment of
+the requisite fee, shall furnish to any person a certificate of
+existence for a limited liability company if the records filed
+in the office of the secretary of state show that the company
+has been formed under W.S. 17-29-201 and the secretary of state
+has not filed articles of dissolution pertaining to the company.
+A certificate of existence shall state:
+
+(i) The company's name;
+
+(ii) That the company was duly formed under the laws
+of this state and the date of formation;
+
+(iii) Whether all fees, taxes and penalties due under
+this chapter or other law to the secretary of state have been
+paid;
+
+(iv) Whether the company's most recent annual report
+required by W.S. 17-29-209 has been filed by the secretary of
+state;
+
+(v) Whether the secretary of state has
+administratively dissolved the company;
+
+(vi) Whether the company has delivered to the
+secretary of state for filing articles of dissolution;
+
+(vii) Reserved; and
+
+(viii) Other facts of record in the office of the
+secretary of state which are specified by the person requesting
+the certificate.
+
+(b) Subject to any qualification stated in the
+certificate, a certificate of existence or certificate of
+authorization issued by the secretary of state is conclusive
+evidence that the limited liability company is in existence.
+
+### **17-29-209. Annual report for secretary of state.**
+
+(a) Every limited liability company organized under the
+laws of this state and every foreign limited liability company
+which obtains a certificate of authority to transact and carry
+on business within this state shall file with the secretary of
+state on or before the first day of the month of organization of
+every year a certification, under the penalty of perjury, by its
+treasurer or other fiscal agent setting forth its capital,
+property and assets located and employed in the state of
+Wyoming. The statement shall give the address of its principal
+office. On or before the first day of the month of organization
+of every year the limited liability company or foreign limited
+liability company shall pay to the secretary of state in
+addition to all other statutory taxes and fees a license fee
+based upon the sum of its capital, property and assets reported,
+of sixty dollars ($60.00) or two-tenths of one mill on the
+dollar ($.0002), whichever is greater.
+
+(b) The provisions of subsection (a) of this section shall
+be modified as follows:
+
+(i) Any limited liability company or foreign limited
+liability company engaged in the public calling of carrying
+goods, passengers or information interstate is not required to
+comply with the provisions of subsection (a) of this section
+except to the extent of capital, property and assets used in
+intrastate business in this state;
+
+(ii) The value of all mines and mining claims from
+which gold, silver and other precious metals, soda, saline,
+coal, mineral oil or other valuable deposit, is or shall be
+produced is deemed equivalent to the assessed value of the gross
+product thereof, for the previous year;
+
+(iii) The assessed value of any property shall be its
+actual value.
+
+(c) Financial information in the annual report shall be
+current as of the end of the limited liability company's or
+foreign limited liability company's fiscal year immediately
+preceding the date the annual report is executed on behalf of
+the company. All other information in the annual report shall
+be current as of the date the annual report is executed on
+behalf of the company.
+
+(d) If an annual report does not contain the information
+required by this section, the secretary of state shall promptly
+notify the reporting domestic or foreign limited liability
+company in writing and return the report to it for correction.
+
+(e) Every limited liability company or foreign limited
+liability company registered or authorized to do business in the
+state of Wyoming shall preserve for three (3) years at its
+principal place of business, suitable records and books as may
+be necessary to determine the amount of fee for which it is
+liable under this section. All records and books shall be
+available for examination by the secretary of state or his
+designee during regular business hours except as arranged by
+mutual consent.
+
+### **17-29-210. Fees; annual fee.**
+
+(a) The secretary of state shall charge and collect fees
+from limited liability companies and foreign limited liability
+companies for:
+
+(i) Filing the original articles of organization, one
+hundred dollars ($100.00);
+
+(ii) For amending the articles of organization, a
+filing fee of sixty dollars ($60.00);
+
+(iii) An annual fee accompanying the report required
+in W.S. 17-29-209, due and payable on or before the date of the
+filing under W.S. 17-29-209;
+
+(iv) Filing, service and copying fees for those
+services provided by his office for which a fee is not otherwise
+established. A fee shall not exceed the cost of providing the
+service;
+
+(v) Issuing a certificate of authority for a foreign
+limited liability company, a filing fee of one hundred fifty
+dollars ($150.00).
+
+(b) Except for articles of organization, any document to
+be filed with the secretary of state shall be signed by the
+member, members, manager, managers or other authorized
+individual as set forth in the operating agreement. A person
+signing a document, including the articles of organization, he
+knows is false in any material respect with intent that the
+document be delivered to the secretary of state for filing under
+this act is guilty of a misdemeanor punishable by a fine of not
+more than one thousand dollars ($1,000.00), by imprisonment for
+not more than six (6) months, or both.
+
+(c) Any foreign limited liability company transacting
+business in this state without obtaining a certificate of
+authority as required by W.S. 17-16-1501 and 17-29-114 is
+subject to the penalties provided by W.S. 17-16-1502(d).
+
+### **17-29-211. Series of members, managers, transferable interests or assets.**
+
+(a) An operating agreement may establish or provide for
+the establishment of one (1) or more designated series of
+members, managers, transferable interests or assets. This
+section shall govern any matter with respect to a series to the
+extent not otherwise provided in the operating agreement.
+
+(b) Subject to subsection (c) of this section, if an
+operating agreement establishes or provides for the
+establishment of a particular series:
+
+(i) The debts, obligations or other liabilities of
+the particular series, whether arising in contract, tort or
+otherwise, shall be enforceable against the assets of the series
+only and not against:
+
+(A) The assets of the limited liability company
+generally or any other series thereof;
+
+(B) Any member of the limited liability company.
+
+(ii) The debts, obligations or other liabilities of
+the limited liability company generally or any other series
+thereof, whether arising in contract, tort or otherwise, shall
+not be enforceable against the assets of the particular series.
+
+(c) The limitations on liabilities in subsection (b) of
+this section shall only apply if:
+
+(i) The records for the particular series that
+account for the assets of the series are separately maintained
+from the records that account for the assets of the limited
+liability company or any other series thereof. Records that
+reasonably identify the assets of a particular series, including
+by specific listing, category, type, quantity, computational or
+allocational formula or procedure such as a percentage or share
+of assets or by any other method where the identity of the
+assets is objectively determinable, shall be deemed to account
+for the assets of the particular series separately from the
+assets of the limited liability company or any other series
+thereof;
+
+(ii) The operating agreement specifically provides
+for the limitations on liabilities; and
+
+(iii) Notice of the limitations on liabilities of the
+particular series is included in the articles of organization.
+Notice under this paragraph shall be sufficient whether or not
+the limited liability company has established or referenced any
+particular series in the notice.
+
+(d) Nothing in this section, an operating agreement or
+articles of organization shall restrict:
+
+(i) A series or limited liability company on behalf
+of a series from agreeing in the operating agreement or
+otherwise that any or all of the debts, obligations or other
+liabilities of the limited liability company generally or any
+other series thereof shall be enforceable against the assets of
+the series;
+
+(ii) A limited liability company from agreeing in the
+operating agreement or otherwise that any or all of the debts,
+obligations or other liabilities of a series shall be
+enforceable against the assets of the limited liability company
+generally; or
+
+(iii) Notwithstanding W.S. 17-29-304(a), a member or
+manager from agreeing in the operating agreement or otherwise to
+be personally liable for any or all of the debts, obligations or
+other liabilities of a series.
+
+(e) A series established under this section shall have the
+power and capacity to, in its own name, contract, hold title to
+assets including real, personal and intangible property, grant
+liens and security interests and sue and be sued. A series may:
+
+(i) Have separate rights, powers or duties with
+respect to specified property or obligations of the limited
+liability company or profits and losses associated with
+specified property or obligations;
+
+(ii) Carry on any lawful purpose regardless of
+whether for profit, except for the purpose of acting as a
+financial institution or acting as an insurer as defined in W.S.
+26-1-102(a)(xvi);
+
+(iii) Hold assets directly or indirectly, including
+in the name of the series or the name of the limited liability
+company.
+
+(f) An operating agreement that establishes or provides
+for the establishment of a series may:
+
+(i) Provide for classes or groups of members or
+managers of the series having the relative rights, powers and
+duties specified in the operating agreement;
+
+(ii) Provide for and specify the future creation of
+additional classes or groups of members or managers of the
+series having the relative rights, powers and duties as may be
+established, including rights, powers and duties senior to
+existing classes and groups of members or managers of the
+series;
+
+(iii) Provide for the taking of an action, including
+the amendment of the operating agreement, without the vote or
+approval of any member or manager or class or group of members
+or managers of the series;
+
+(iv) Provide that any member or class or group of
+members of a series shall have no voting rights;
+
+(v) Grant to all or certain identified members or
+managers or class or group of members or managers of the series
+the right to vote on any matter separately or with all or any
+class or group of members or managers of the series. Voting by
+members or managers may be on a per capita, number, financial
+interest, class, group or other basis.
+
+(g) The management of a series shall be vested as follows:
+
+(i) In the members of the series pursuant to W.S.
+17-29-407(b). A member shall cease to be a member of a series
+upon the divestment of all of the member's transferable
+interests of the series. The fact that a person ceases to be a
+member of a particular series shall not by itself cause the
+person to cease to be a member of the limited liability company
+or any other series thereof or cause the termination of the
+series, regardless of whether the person was the last remaining
+member of the series; or
+
+(ii) If the operating agreement provides for the
+management of the series in whole or in part by a manager, the
+management shall be vested in one (1) or more managers who shall
+be chosen as provided in the operating agreement and who shall
+hold the offices and have the responsibilities as specified in
+the agreement. A manager shall cease to be a manager of a
+series as provided in an operating agreement and subject to W.S.
+17-29-407(c)(v). The fact that a person ceases to be a manager
+of a particular series shall not by itself cause the person to
+cease to be a manager of the limited liability company or any
+other series thereof.
+
+(h) Notwithstanding W.S. 17-29-404 and subject to
+subsections (j) and (m) of this section, if a member of a series
+becomes entitled to receive a distribution, the member has the
+status of, and is entitled to all remedies available to, a
+creditor of the series with respect to the distribution. An
+operating agreement may provide for the establishment of a
+record date for allocations and distributions associated with a
+series.
+
+(j) Notwithstanding W.S. 17-29-405(a), a limited liability
+company may make a distribution with respect to a series that
+has been established under this section unless the total assets
+of the series after the distribution would be less than the sum
+of its total liabilities plus the amount that would be needed,
+if the series were to be dissolved, wound up and terminated at
+the time of the distribution, to satisfy the preferential rights
+upon winding up and termination of members whose preferential
+rights are superior to those of the persons receiving the
+distribution. A member that receives a distribution knowing
+that the distribution was made in violation of this subsection
+is personally liable to the series for the amount of the
+distribution. This subsection shall not affect any obligation
+or liability of a member under an agreement or other applicable
+law for the amount of a distribution, except that any action
+under this subsection shall be subject to W.S. 17-29-406(e).
+For purposes of this subsection, "distribution" does not include
+amounts constituting reasonable compensation for present or past
+services or reasonable payments made in the ordinary course of
+business under a bona fide retirement plan or other benefits
+program.
+
+(k) Subject to W.S. 17-29-702, a series established under
+this section may be terminated and its affairs wound up without
+causing the dissolution of the limited liability company. The
+termination of the series shall not affect the limitations on
+liabilities of the series as provided in subsection (b) of this
+section. A series is terminated and its affairs shall be wound
+up upon the occurrence of any of the following:
+
+(i) The dissolution of the limited liability company
+under W.S. 17-29-702;
+
+(ii) The time or happening of events specified in the
+operating agreement;
+
+(iii) The vote or consent of members of the series
+who own more than two-thirds (2/3) of the interests in the
+profits of the series; or
+
+(iv) On application by a member or manager of the
+series, the entry of a court order terminating the series on the
+grounds that it is not reasonably practicable to carry on the
+purposes of the series in conformity with the operating
+agreement.
+
+(m) A person winding up the affairs of a series may, in
+the name of the limited liability company and for and on behalf
+of the limited liability company and the series, take all
+actions with respect to the series as authorized by W.S.
+17-29-702. The person shall provide for the claims and
+obligations of the series and distribute the assets of the
+series as provided in W.S. 17-29-708. Actions taken in
+accordance with this subsection shall not affect the liability
+of members and shall not impose liability on a liquidating
+trustee appointed in accordance with this subsection.
+Notwithstanding W.S. 17-29-702, the following persons may wind
+up the affairs of a series:
+
+(i) A manager of the series who has not wrongfully
+terminated the series;
+
+(ii) If the series has no manager who qualifies under
+paragraph (i) of this subsection, the members of the series or a
+person approved by the members;
+
+(iii) The members who own more than fifty (50%)
+percent of the interests in the profits of the series;
+
+(iv) On application of a member or manager of the
+series or any personal representative or assignee of the member
+or manager, and upon cause shown, a court or a liquidating
+trustee appointed by the court.
+
+(n) A foreign limited liability company doing business in
+this state and governed by an operating agreement that
+establishes or provides for the establishment of one (1) or more
+designated series of members, managers, transferable interests
+or assets shall state the following on its certificate of
+authority:
+
+(i) That the operating agreement of the foreign
+limited liability company establishes or provides for the
+establishment of series having separate rights, powers or duties
+with respect to specified property or obligations of the foreign
+limited liability company or profits and losses associated with
+specified property or obligations;
+
+(ii) If any of the debts, obligations or other
+liabilities of any particular series, whether arising in
+contract, tort or otherwise, shall be enforceable against the
+assets of the particular series only and not against the assets
+of the foreign limited liability company generally or any other
+series thereof;
+
+(iii) If any of the debts, obligations or other
+liabilities of the foreign limited liability company generally
+or any other series thereof, whether arising in contract, tort
+or otherwise, shall be enforceable against the assets of the
+particular series.
+
+(o) The secretary of state shall charge and collect fees
+from limited liability companies and foreign limited liability
+companies establishing one (1) or more series in the amount of
+ten dollars ($10.00) per series designated or established under
+this section.
+
+## ARTICLE 3 - RELATIONS OF MEMBERS AND MANAGERS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY
+
+### **17-29-301. No agency power of member as member.**
+
+(a) A member is not an agent of a limited liability
+company solely by reason of being a member.
+
+(b) A person's status as a member does not prevent or
+restrict law other than this chapter from imposing liability on
+a limited liability company because of the person's conduct.
+
+### **17-29-302. Statement of authority.**
+
+(a) A limited liability company may deliver to the
+secretary of state for filing a statement of authority. The
+statement:
+
+(i) Shall include the name of the company and the
+street and mailing addresses of its designated office;
+
+(ii) With respect to any position that exists in or
+with respect to the company, may state the authority, or
+limitations on the authority, of all persons holding the
+position to:
+
+(A) Execute an instrument transferring real
+property held in the name of the company; or
+
+(B) Enter into other transactions on behalf of,
+or otherwise act for or bind, the company; and
+
+(iii) May state the authority, or limitations on the
+authority, of a specific person to:
+
+(A) Execute an instrument transferring real
+property held in the name of the company; or
+
+(B) Enter into other transactions on behalf of,
+or otherwise act for or bind, the company.
+
+(b) To amend or cancel a statement of authority filed by
+the secretary of state under W.S. 17-29-205(a), a limited
+liability company shall deliver to the secretary of state for
+filing an amendment or cancellation stating:
+
+(i) The name of the company;
+
+(ii) The street and mailing addresses of the
+company's designated office;
+
+(iii) The caption of the statement being amended or
+cancelled and the date the statement being affected became
+effective; and
+
+(iv) The contents of the amendment or a declaration
+that the statement being affected is cancelled.
+
+(c) A statement of authority affects only the power of a
+person to bind a limited liability company to persons that are
+not members.
+
+(d) Subject to subsection (c) of this section and W.S.
+17-29-103(d) and except as otherwise provided in subsections
+
+(f), (g) and (h) of this section, a limitation on the authority
+of a person or a position contained in an effective statement of
+authority is not by itself evidence of knowledge or notice of
+the limitation by any person.
+
+(e) Subject to subsection (c) of this section, a grant of
+authority not pertaining to transfers of real property and
+contained in an effective statement of authority is conclusive
+in favor of a person that gives value in reliance on the grant,
+except to the extent that when the person gives value:
+
+(i) The person has knowledge to the contrary;
+
+(ii) The statement has been cancelled or
+restrictively amended under subsection (b) of this section; or
+
+(iii) A limitation on the grant is contained in
+another statement of authority that became effective after the
+statement containing the grant became effective.
+
+(f) Subject to subsection (c) of this section, an
+effective statement of authority that grants authority to
+transfer real property held in the name of the limited liability
+company and that is recorded by certified copy in the office for
+recording transfers of the real property is conclusive in favor
+of a person that gives value in reliance on the grant without
+knowledge to the contrary, except to the extent that when the
+person gives value:
+
+(i) The statement has been cancelled or restrictively
+amended under subsection (b) of this section and a certified
+copy of the cancellation or restrictive amendment has been
+recorded in the office for recording transfers of the real
+property; or
+
+(ii) A limitation on the grant is contained in
+another statement of authority that became effective after the
+statement containing the grant became effective and a certified
+copy of the later effective statement is recorded in the office
+for recording transfers of the real property.
+
+(g) Subject to subsection (c) of this section, if a
+certified copy of an effective statement containing a limitation
+on the authority to transfer real property held in the name of a
+limited liability company is recorded in the office for
+recording transfers of that real property, all persons are
+deemed to know of the limitation.
+
+(h) Subject to subsection (j) of this section, an
+effective statement of dissolution or termination is a
+cancellation of any filed statement of authority for the
+purposes of subsection (f) of this section and is a limitation
+on authority for the purposes of subsection (g) of this section.
+
+(j) After a statement of dissolution becomes effective, a
+limited liability company may deliver to the secretary of state
+for filing and, if appropriate, may record a statement of
+authority that is designated as a post dissolution statement of
+authority. The statement operates as provided in subsections
+
+(f) and (g) of this section.
+
+(k) Unless earlier cancelled, an effective statement of
+authority is cancelled by operation of law five (5) years after
+the date on which the statement, or its most recent amendment,
+becomes effective. This cancellation operates without need for
+any recording under subsection (f) or (g) of this section.
+
+(m) An effective statement of denial operates as a
+restrictive amendment under this section and may be recorded by
+certified copy for the purposes of paragraph (f)(i) of this
+section.
+
+### **17-29-303. Statement of denial.**
+
+(a) A person named in a filed statement of authority
+granting that person authority may deliver to the secretary of
+state for filing a statement of denial that:
+
+(i) Provides the name of the limited liability
+company and the caption of the statement of authority to which
+the statement of denial pertains; and
+
+(ii) Denies the grant of authority.
+
+### **17-29-304. Liability of members and managers.**
+
+(a) The debts, obligations or other liabilities of a
+limited liability company, whether arising in contract, tort or
+otherwise:
+
+(i) Are solely the debts, obligations or other
+liabilities of the company; and
+
+(ii) Do not become the debts, obligations or other
+liabilities of a member or manager solely by reason of the
+member acting as a member or manager acting as a manager.
+
+(b) Repealed by Laws 2016, ch. 54, § 2.
+
+(c) For purposes of imposing liability on any member or
+manager of a limited liability company for the debts,
+obligations or other liabilities of the company, a court shall
+consider only the following factors no one (1) of which, except
+fraud, is sufficient to impose liability:
+
+(i) Fraud;
+
+(ii) Inadequate capitalization;
+
+(iii) Failure to observe company formalities as
+required by law; and
+
+(iv) Intermingling of assets, business operations and
+finances of the company and the members to such an extent that
+there is no distinction between them.
+
+(d) In any analysis conducted under subsection (c) of this
+section, a court shall not consider factors intrinsic to the
+character and operation of a limited liability company, whether
+a single or multiple member limited liability company. Factors
+intrinsic to the character and operation of a limited liability
+company include but are not limited to:
+
+(i) The ability to elect treatment as a disregarded
+or pass-through entity for tax purposes;
+
+(ii) Flexible operation or organization including the
+failure to observe any particular formality relating to the
+exercise of the company's powers or management of its
+activities;
+
+(iii) The exercise of ownership, influence and
+governance by a member or manager;
+
+(iv) The protection of members' and managers'
+personal assets from the obligations and acts of the limited
+liability company.
+
+## ARTICLE 4 - RELATIONS OF MEMBERS TO EACH OTHER AND TO THE LIMITED LIABILITY COMPANY
+
+### **17-29-401. Becoming a member.**
+
+(a) If a limited liability company is to have only one (1)
+member upon formation, the person becomes a member as determined
+by that person and the organizer of the company. That person
+and the organizer may be, but need not be, different persons.
+If different, the organizer acts on behalf of the initial
+member.
+
+(b) If a limited liability company is to have more than
+one (1) member upon formation, those persons become members as
+agreed by them. The organizer acts on behalf of the persons in
+forming the company and may be, but need not be, one of the
+persons.
+
+(c) Reserved.
+
+(d) After formation of a limited liability company, a
+person becomes a member:
+
+(i) As provided in the operating agreement;
+
+(ii) As the result of a transaction effective under
+article 10 of this chapter;
+
+(iii) With the consent of all the members; or
+
+(vi) If, within ninety (90) consecutive days after
+the company ceases to have any members:
+
+(A) The last person to have been a member, or
+the legal representative of that person, designates a person to
+become a member; and
+
+(B) The designated person consents to become a
+member.
+
+(e) A person may become a member without acquiring a
+transferable interest and without making or being obligated to
+make a contribution to the limited liability company.
+
+### **17-29-402. Form of contribution.**
+A contribution may consist of tangible or intangible property or
+other benefit to a limited liability company, including money,
+services performed, promissory notes, other agreements to
+contribute money or property and contracts for services to be
+performed.
+
+### **17-29-403. Liability for contributions.**
+A person's obligation to make a contribution to a limited
+liability company is not excused by the person's death,
+disability or other inability to perform personally. If a
+person does not make a required contribution, the person or the
+person's estate is obligated to contribute money equal to the
+value of the part of the contribution which has not been made,
+at the option of the company.
+
+### **17-29-404. Sharing of and right to distributions before dissolution.**
+
+(a) Any distributions made by a limited liability company
+before its dissolution and winding up shall be in equal shares
+among members and dissociated members, except:
+
+(i) To the extent otherwise provided in a written or
+verbal operating agreement as set forth in W.S. 17-29-110;
+
+(ii) To the extent necessary to comply with any
+transfer effective under W.S. 17-29-502 and any charging order
+in effect under W.S. 17-29-503; or
+
+(iii) To the extent otherwise represented by the
+company through an authorized representative in tax filings with
+the Internal Revenue Service in which the status elected by the
+company is not timely disputed by any member.
+
+(b) A person has a right to a distribution before the
+dissolution and winding up of a limited liability company only
+if the company decides to make an interim distribution. A
+person's dissociation does not entitle the person to a
+distribution.
+
+(c) A person does not have a right to demand or receive a
+distribution from a limited liability company in any form other
+than money. Except as otherwise provided in W.S. 17-29-708(c),
+a limited liability company may distribute an asset in kind if
+each part of the asset is fungible with each other part and each
+person receives a percentage of the asset equal in value to the
+person's share of distributions.
+
+(d) If a member or transferee becomes entitled to receive
+a distribution, the member or transferee has the status of, and
+is entitled to all remedies available to, a creditor of the
+limited liability company with respect to the distribution.
+
+### **17-29-405. Limitations on distribution.**
+
+(a) A limited liability company shall not make a
+distribution if after the distribution:
+
+(i) The company would not be able to pay its debts as
+they become due in the ordinary course of the company's
+activities; or
+
+(ii) The company's total assets would be less than
+the sum of its total liabilities plus the amount that would be
+needed, if the company were to be dissolved, wound up and
+terminated at the time of the distribution, to satisfy the
+preferential rights upon dissolution, winding up and termination
+of members whose preferential rights are superior to those of
+persons receiving the distribution.
+
+(b) A limited liability company may base a determination
+that a distribution is not prohibited under subsection (a) of
+this section on financial statements prepared on the basis of
+accounting practices and principles that are reasonable in the
+circumstances or on a fair valuation or other method that is
+reasonable under the circumstances.
+
+(c) Except as otherwise provided in subsection (f) of this
+section, the effect of a distribution under subsection (a) of
+this section is measured:
+
+(i) In the case of a distribution by purchase,
+redemption or other acquisition of a transferable interest in
+the company, as of the date money or other property is
+transferred or debt incurred by the company; and
+
+(ii) In all other cases, as of the date:
+
+(A) The distribution is authorized, if the
+payment occurs within one hundred twenty (120) days after that
+date; or
+
+(B) The payment is made, if the payment occurs
+more than one hundred twenty (120) days after the distribution
+is authorized.
+
+(d) Except as otherwise expressly agreed in writing, a
+limited liability company's indebtedness to a member incurred by
+reason of a distribution made in accordance with this section is
+at parity with the company's indebtedness to its general,
+unsecured creditors.
+
+(e) A limited liability company's indebtedness, including
+indebtedness issued in connection with or as part of a
+distribution, is not a liability for purposes of subsection (a)
+of this section if the terms of the indebtedness provide that
+payment of principal and interest are made only to the extent
+that a distribution could be made to members under this section.
+
+(f) If indebtedness is issued as a distribution, each
+payment of principal or interest on the indebtedness is treated
+as a distribution, the effect of which is measured on the date
+the payment is made.
+
+(g) In subsection (a) of this section, "distribution" does
+not include amounts constituting reasonable compensation for
+present or past services or reasonable payments made in the
+ordinary course of business under a bona fide retirement plan or
+other benefits program.
+
+### **17-29-406. Liability for improper distributions.**
+
+(a) Except as otherwise provided in subsection (b) of this
+section, if a member of a member-managed limited liability
+company or manager of a manager-managed limited liability
+company consents to a distribution made in violation of W.S.
+17-29-405 and in consenting to the distribution fails to comply
+with W.S. 17-29-409, the member or manager is personally liable
+to the company for the amount of the distribution that exceeds
+the amount that could have been distributed without the
+violation of W.S. 17-29-405.
+
+(b) To the extent the operating agreement of a member-
+managed limited liability company expressly relieves a member of
+the authority and responsibility to consent to distributions and
+imposes that authority and responsibility on one (1) or more
+other members, the liability stated in subsection (a) of this
+section applies to the other members and not the member that the
+operating agreement relieves of authority and responsibility.
+
+(c) A person that receives a distribution knowing that the
+distribution to that person was made in violation of W.S.
+17-29-405 is personally liable to the limited liability company
+but only to the extent that the distribution received by the
+person exceeded the amount that could have been properly paid
+under W.S. 17-29-405.
+
+(d) A person against which an action is commenced because
+the person is liable under subsection (a) of this section may:
+
+(i) Implead any other person that is subject to
+liability under subsection (a) of this section and seek to
+compel contribution from the person; and
+
+(ii) Implead any person that received a distribution
+in violation of subsection (c) of this section and seek to
+compel contribution from the person in the amount the person
+received in violation of subsection (c) of this section.
+
+(e) An action under this section is barred if not
+commenced within two (2) years after the distribution.
+
+### **17-29-407. Management of limited liability company.**
+
+(a) A limited liability company is a member-managed
+limited liability company unless the articles of organization or
+the operating agreement:
+
+(i) Expressly provides that:
+
+(A) The company is or will be "manager-managed";
+
+(B) The company is or will be "managed by
+managers"; or
+
+(C) Management of the company is or will be
+"vested in managers"; or
+
+(ii) Includes words of similar import.
+
+(b) In a member-managed limited liability company, unless
+the articles of organization or the operating agreement provide
+otherwise, the following rules apply:
+
+(i) The management and conduct of the company are
+vested in the members;
+
+(ii) Each member has equal rights in the management
+and conduct of the company's activities except:
+
+(A) That a member's interest is otherwise
+defined in W.S. 17-29-102(a)(xxiv);
+
+(B) To the extent otherwise provided in any
+other provision in this chapter; or
+
+(C) To the extent otherwise represented by the
+company through an authorized representative in tax filings with
+the Internal Revenue Service in which the status elected by the
+company is not timely disputed by any member.
+
+(iii) A difference arising among members as to a
+matter in the ordinary course of the activities of the company
+may be decided by a majority of the members;
+
+(iv) An act outside the ordinary course of the
+activities of the company may be undertaken only with the
+consent of all members;
+
+(v) The operating agreement may be amended only with
+the consent of all members.
+
+(c) In a manager-managed limited liability company, unless
+the articles of organization or the operating agreement provide
+otherwise, the following rules apply:
+
+(i) Except as otherwise expressly provided in this
+chapter, any matter relating to the activities of the company is
+decided exclusively by the managers;
+
+(ii) Each manager has equal rights in the management
+and conduct of the activities of the company;
+
+(iii) A difference arising among managers as to a
+matter in the ordinary course of the activities of the company
+may be decided by a majority of the managers;
+
+(iv) The consent of all members is required to:
+
+(A) Sell, lease, exchange or otherwise dispose
+of all, or substantially all, of the company's property, with or
+without the good will, outside the ordinary course of the
+company's activities;
+
+(B) Approve a merger, conversion, continuance,
+transfer or domestication under article 10 of this chapter;
+
+(C) Undertake any other act outside the ordinary
+course of the company's activities; and
+
+(D) Amend the operating agreement.
+
+(v) A manager may be chosen at any time by the
+consent of a majority of the members and remains a manager until
+a successor has been chosen, unless the manager at an earlier
+time resigns, is removed or dies, or, in the case of a manager
+that is not an individual, terminates. A manager may be removed
+at any time by the consent of a majority of the members without
+notice or cause;
+
+(vi) A person need not be a member to be a manager,
+but the dissociation of a member that is also a manager removes
+the person as a manager. If a person that is both a manager and
+a member ceases to be a manager, that cessation does not by
+itself dissociate the person as a member;
+
+(vii) A person's ceasing to be a manager does not
+discharge any debt, obligation or other liability to the limited
+liability company or members which the person incurred while a
+manager.
+
+(d) An action requiring the consent of members under this
+article may be taken without a meeting, and a member may appoint
+a proxy or other agent to consent or otherwise act for the
+member by signing an appointing record, personally or by the
+member's agent.
+
+(e) The dissolution of a limited liability company does
+not affect the applicability of this section. However, a person
+that wrongfully causes dissolution of the company loses the
+right to participate in management as a member and a manager.
+
+(f) This article does not entitle a member to remuneration
+for services performed for a member-managed limited liability
+company, except for reasonable compensation for services
+rendered in winding up the activities of the company.
+
+### **17-29-408. Indemnification and insurance.**
+
+(a) A limited liability company shall reimburse for any
+payment made and indemnify for any debt, obligation or other
+liability incurred by a member of a member-managed company or
+the manager of a manager-managed company in the course of the
+member's or manager's activities on behalf of the company, if,
+in making the payment or incurring the debt, obligation or other
+liability, the member or manager complied with the duties stated
+in W.S. 17-29-405 and 17-29-409.
+
+(b) A limited liability company may purchase and maintain
+insurance on behalf of a member or manager of the company
+against liability asserted against or incurred by the member or
+manager in that capacity or arising from that status.
+
+### **17-29-409. Standards of conduct for members and managers.**
+
+(a) A member of a member-managed limited liability company
+owes to the company and, subject to W.S. 17-29-901(b), the other
+members the fiduciary duties of loyalty and care stated in
+subsections (b) and (c).
+
+(b) The duty of loyalty of a member in a member-managed
+limited liability company includes the duties:
+
+(i) To account to the company and to hold as trustee
+for it any property, profit or benefit derived by the member:
+
+(A) In the conduct or winding up of the
+company's activities;
+
+(B) From a use by the member of the company's
+
+(C) From the appropriation of a limited
+property; or
+liability company opportunity;
+
+(ii) To refrain from dealing with the company in the
+conduct or winding up of the company's activities as or on
+behalf of a person having an interest adverse to the company;
+and
+
+(iii) To refrain from competing with the company in
+the conduct of the company's activities before the dissolution
+of the company.
+
+(c) Subject to the business judgment rule, the duty of
+care of a member of a member-managed limited liability company
+in the conduct and winding up of the company's activities is to
+act with the care that a person in a like position would
+reasonably exercise under similar circumstances and in a manner
+the member reasonably believes to be in the best interests or at
+least not opposed to the best interests of the company. In
+discharging this duty, a member may rely in good faith upon
+opinions, reports, statements or other information provided by
+another person that the member reasonably believes is a
+competent and reliable source for the information.
+
+(d) A member in a member-managed limited liability company
+or a manager-managed limited liability company shall discharge
+the duties under this chapter or under the operating agreement
+and exercise any rights consistently with the contractual
+obligation of good faith and fair dealing.
+
+(e) It is a defense to a claim under paragraph (b)(ii) of
+this section and any comparable claim in equity or at common law
+that the transaction was fair to or at least not opposed to the
+limited liability company.
+
+(f) All of the members of a member-managed limited
+liability company or a manager-managed limited liability company
+may authorize or ratify, after full disclosure of all material
+facts, a specific act or transaction that otherwise would
+violate the duty of loyalty.
+
+(g) In a manager-managed limited liability company, the
+following rules apply:
+
+(i) Subsections (a), (b), (c) and (e) of this section
+apply to the manager or managers and not the members;
+
+(ii) The duty stated under paragraph (b)(iii) of this
+section continues until winding up is completed;
+
+(iii) Subsection (d) of this section applies to the
+members and managers;
+
+(iv) Subsection (f) of this section applies only to
+the members;
+
+(v) A member does not have any fiduciary duty to the
+company or to any other member solely by reason of being a
+member.
+
+### **17-29-410. Right of members, managers and dissociated members to information.**
+
+(a) In a member-managed limited liability company, the
+following rules apply:
+
+(i) On reasonable notice, a member may inspect and
+copy during regular business hours, at a reasonable location
+specified by the company, any record maintained by the company
+regarding the company's activities, financial condition and
+other circumstances, to the extent the information is material
+to the member's rights and duties under the operating agreement
+or this chapter;
+
+(ii) The company shall furnish to each member:
+
+(A) On demand, any information concerning the
+company's activities, financial condition and other
+circumstances which the company knows and is material to the
+proper exercise of the member's rights and duties under the
+operating agreement or this chapter, except to the extent the
+company can establish that it reasonably believes the member
+already knows the information; and
+
+(B) On demand, any other information concerning
+the company's activities, financial condition and other
+circumstances, except to the extent the demand or information
+demanded is unreasonable or otherwise improper under the
+circumstances.
+
+(iii) The duty to furnish information under paragraph
+
+(ii) of this subsection also applies to each member to the
+extent the member knows any of the information described in
+paragraph (ii) of this subsection.
+
+(b) In a manager-managed limited liability company, the
+following rules apply:
+
+(i) The informational rights stated in subsection (a)
+of this section and the duty stated in paragraph (a)(iii) of
+this section apply to the managers and not the members;
+
+(ii) During regular business hours and at a
+reasonable location specified by the company, a member may
+obtain from the company and inspect and copy full information
+regarding the activities, financial condition and other
+circumstances of the company as is just and reasonable if:
+
+(A) The member seeks the information for a
+purpose material to the member's interest as a member;
+
+(B) The member makes a demand in a record
+received by the company, describing with reasonable
+particularity the information sought and the purpose for seeking
+the information; and
+
+(C) The information sought is directly connected
+to the member's purpose.
+
+(iii) Within ten (10) days after receiving a demand
+pursuant to subparagraph (ii)(B) of this subsection, the company
+shall in a record inform the member that made the demand:
+
+(A) Of the information that the company will
+provide in response to the demand and when and where the company
+will provide the information; and
+
+(B) If the company declines to provide any
+demanded information, the company's reasons for declining.
+
+(iv) Whenever this chapter or an operating agreement
+provides for a member to give or withhold consent to a matter,
+before the consent is given or withheld, the company shall, upon
+demand, provide the member with all information that is known to
+the company and is material to the member's decision.
+
+(c) On ten (10) days' demand made in a record received by
+a limited liability company, a dissociated member may have
+access to information to which the person was entitled while a
+member if the information pertains to the period during which
+the person was a member, the person seeks the information in
+good faith and the person satisfies the requirements imposed on
+a member by paragraph (b)(ii) of this section. The company
+shall respond to a demand made pursuant to this subsection in
+the manner provided in paragraph (b)(iii) of this section.
+
+(d) A limited liability company may charge a person that
+makes a demand under this section the reasonable costs of
+copying, limited to the costs of labor and material.
+
+(e) A member or dissociated member may exercise rights
+under this section through an agent or, in the case of an
+individual under legal disability, a legal representative. Any
+restriction or condition imposed by the operating agreement or
+under subsection (g) of this section applies both to the agent
+or legal representative and the member or dissociated member.
+
+(f) The rights under this section do not extend to a
+person as transferee.
+
+(g) In addition to any restriction or condition stated in
+its operating agreement, a limited liability company, as a
+matter within the ordinary course of its activities, may impose
+reasonable restrictions and conditions on access to and use of
+information to be furnished under this section, including
+designating information confidential and imposing nondisclosure
+and safeguarding obligations on the recipient. In a dispute
+concerning the reasonableness of a restriction under this
+subsection, the company has the burden of proving
+reasonableness.
+
+## ARTICLE 5 - TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES ANDCREDITORS
+
+### **17-29-501. Nature of transferable interest.**
+A transferable interest is personal property.
+
+### **17-29-502. Transfer of transferable interest.**
+
+(a) A transfer, in whole or in part, of a transferable
+interest:
+
+(i) Is permissible;
+
+(ii) Except as otherwise provided in this chapter,
+does not by itself cause a member's dissociation or a
+dissolution and winding up of the limited liability company's
+activities; and
+
+(iii) Subject to W.S. 17-29-504, does not entitle the
+transferee to:
+
+(A) Participate in the management or conduct of
+the company's activities; or
+
+(B) Except as otherwise provided in subsection
+
+(c) of this section, have access to records or other information
+concerning the company's activities.
+
+(b) A transferee has the right to receive, in accordance
+with the transfer, distributions to which the transferor would
+otherwise be entitled.
+
+(c) In a dissolution and winding up of a limited liability
+company, a transferee is entitled to an account of the company's
+transactions only from the date of dissolution.
+
+(d) A transferable interest may be evidenced by a
+certificate of the interest issued by the limited liability
+company in a record, and, subject to this section, the interest
+represented by the certificate may be transferred by a transfer
+of the certificate.
+
+(e) A limited liability company need not give effect to a
+transferee's rights under this section until the company has
+notice of the transfer.
+
+(f) A transfer of a transferable interest in violation of
+a restriction on transfer contained in the operating agreement
+is ineffective as to a person having notice of the restriction
+at the time of transfer.
+
+(g) Except as otherwise provided in W.S.
+17-29-602(a)(iv)(B), when a member transfers a transferable
+interest, the transferor retains the rights of a member other
+than the interest in distributions transferred and retains all
+duties and obligations of a member.
+
+(h) When a member transfers a transferable interest to a
+person that becomes a member with respect to the transferred
+interest, the transferee is liable for the member's obligations
+under W.S. 17-29-403 and 17-29-406(c) known to the transferee
+when the transferee becomes a member.
+
+### **17-29-503. Charging order.**
+
+(a) On application by a judgment creditor of a member or
+transferee, a court may enter a charging order against the
+transferable interest of the judgment debtor for the unsatisfied
+amount of the judgment. A charging order requires the limited
+liability company to pay over to the person to which the
+charging order was issued any distribution that would otherwise
+be paid to the judgment debtor.
+
+(b) Reserved.
+
+(c) Reserved.
+
+(d) The member or transferee whose transferable interest
+is subject to a charging order under subsection (a) of this
+section may extinguish the charging order by satisfying the
+judgment and filing a certified copy of the satisfaction with
+the court that issued the charging order.
+
+(e) A limited liability company or one (1) or more members
+whose transferable interests are not subject to the charging
+order may pay to the judgment creditor the full amount due under
+the judgment and thereby succeed to the rights of the judgment
+creditor, including the charging order.
+
+(f) This article does not deprive any member or transferee
+of the benefit of any exemption laws applicable to the member's
+or transferee's transferable interest.
+
+(g) This section provides the exclusive remedy by which a
+person seeking to enforce a judgment against a judgment debtor,
+including any judgment debtor who may be the sole member,
+dissociated member or transferee, may, in the capacity of the
+judgment creditor, satisfy the judgment from the judgment
+debtor's transferable interest or from the assets of the limited
+liability company. Other remedies, including foreclosure on the
+judgment debtor's limited liability interest and a court order
+for directions, accounts and inquiries that the judgment debtor
+might have made are not available to the judgment creditor
+attempting to satisfy a judgment out of the judgment debtor's
+interest in the limited liability company and may not be ordered
+by the court.
+
+### **17-29-504. Power of personal representative of deceased member.**
+If a member dies, the deceased member's personal representative
+or other legal representative may exercise the rights of a
+transferee provided in W.S. 17-29-502(c) and, for the purposes
+of settling the estate, the rights of a current member under
+W.S. 17-29-410.
+
+## ARTICLE 6 - MEMBER'S DISSOCIATION
+
+### **17-29-601. Member's power to dissociate; wrongful dissociation.**
+
+(a) A person has the power to dissociate as a member at
+any time, rightfully or wrongfully, by withdrawing as a member
+by express will under W.S. 17-29-602(a)(i).
+
+(b) A person's dissociation from a limited liability
+company is wrongful only if the dissociation:
+
+(i) Is in breach of an express provision of the
+operating agreement; or
+
+(ii) Occurs before the termination of the company
+and:
+
+(A) The person is expelled as a member by
+judicial order under W.S. 17-29-602(a)(v); or
+
+(B) The person is dissociated under W.S.
+17-29-602(a)(vii)(A) by becoming a debtor in bankruptcy.
+
+(c) A person that wrongfully dissociates as a member is
+liable to the limited liability company and, subject to W.S.
+17-29-901, to the other members for damages caused by the
+dissociation. The liability is in addition to any other debt,
+obligation or other liability of the member to the company or
+the other members.
+
+### **17-29-602. Events causing dissociation.**
+
+(a) A person is dissociated as a member from a limited
+liability company when:
+
+(i) The company has notice of the person's express
+will to withdraw as a member, but, if the person specified a
+withdrawal date later than the date the company had notice, on
+that later date;
+
+(ii) An event stated in the operating agreement as
+causing the person's dissociation occurs;
+
+(iii) The person is expelled as a member pursuant to
+the operating agreement;
+
+(iv) The person is expelled as a member by the
+unanimous consent of the other members if:
+
+(A) It is unlawful to carry on the company's
+activities with the person as a member;
+
+(B) There has been a transfer of all of the
+person's transferable interest in the company, other than:
+
+(I) A transfer for security purposes; or
+
+(II) A charging order in effect under W.S.
+17-29-503.
+
+(C) The person is an entity as defined in W.S.
+17-16-140(a)(xiii) and, within ninety (90) days after the
+company notifies the person that it will be expelled as a member
+because the person has filed articles of dissolution or the
+equivalent, its charter has been revoked, or its right to
+conduct business has been suspended by the jurisdiction of its
+incorporation, the articles of dissolution has not been revoked
+or its charter or right to conduct business has not been
+reinstated; or
+
+(D) The person is some other entity not
+described in subparagraph (C) of this paragraph that has been
+dissolved and whose business is being wound up.
+
+(v) On application by the company, the person is
+expelled as a member by judicial order because the person:
+
+(A) Has engaged, or is engaging, in wrongful
+conduct that has adversely and materially affected, or will
+adversely and materially affect, the company's activities;
+
+(B) Has willfully or persistently committed, or
+is willfully and persistently committing, a material breach of
+the operating agreement or the person's duties or obligations
+under W.S. 17-29-409; or
+
+(C) Has engaged in, or is engaging in, conduct
+relating to the company's activities which makes it not
+reasonably practicable to carry on the activities with the
+person as a member.
+
+(vi) In the case of a person who is an individual:
+
+(A) The person dies; or
+
+(B) In a member-managed limited liability
+company:
+
+(I) A guardian or general conservator for
+the person is appointed; or
+
+(II) There is a judicial order that the
+person has otherwise become incapable of performing the person's
+duties as a member under this chapter or the operating
+agreement.
+
+(vii) In a member-managed limited liability company,
+the person:
+
+(A) Becomes a debtor in bankruptcy;
+
+(B) Executes an assignment for the benefit of
+creditors; or
+
+(C) Seeks, consents to or acquiesces in the
+appointment of a trustee, receiver or liquidator of the person
+or of all or substantially all of the person's property.
+
+(viii) In the case of a person that is a trust or is
+acting as a member by virtue of being a trustee of a trust, the
+trust's entire transferable interest in the company is
+distributed;
+
+(ix) In the case of a person that is an estate or is
+acting as a member by virtue of being a personal representative
+of an estate, the estate's entire transferable interest in the
+company is distributed;
+
+(x) In the case of a member that is not an
+individual, partnership, limited liability company, corporation,
+trust or estate, the termination of the member;
+
+(xi) The company participates in a merger under
+article 10 of this chapter, if:
+
+(A) The company is not the surviving entity; or
+
+(B) Otherwise as a result of the merger, the
+person ceases to be a member.
+
+(xii) The company participates in a conversion under
+article 10 of this chapter;
+
+(xiii) The company participates in a continuance,
+transfer or domestication under article 10 of this chapter, if,
+as a result of the continuance, transfer or domestication, the
+person ceases to be a member; or
+
+(xiv) The company terminates.
+
+### **17-29-603. Effect of person's dissociation as member.**
+
+(a) When a person is dissociated as a member of a limited
+liability company:
+
+(i) The person's right to participate as a member in
+the management and conduct of the company's activities
+terminates;
+
+(ii) If the company is member-managed, the person's
+fiduciary duties as a member end with regard to matters arising
+and events occurring after the person's dissociation; and
+
+(iii) Subject to W.S. 17-29-504 and article 10 of
+this chapter, any transferable interest owned by the person
+immediately before dissociation in the person's capacity as a
+member is owned by the person solely as a transferee.
+
+(b) A person's dissociation as a member of a limited
+liability company does not of itself discharge the person from
+any debt, obligation or other liability to the company or the
+other members which the person incurred while a member.
+
+## ARTICLE 7 - DISSOLUTION AND WINDING UP
+
+### **17-29-701. Events causing dissolution.**
+
+(a) A limited liability company is dissolved, and its
+activities must be wound up, upon the occurrence of any of the
+following:
+
+(i) An event or circumstance that the operating
+agreement or articles of organization states causes dissolution;
+
+(ii) The consent of all the members;
+
+(iii) The passage of ninety (90) consecutive days
+during which the company has no members;
+
+(iv) On application by a member, the entry of a court
+order dissolving the company on the grounds that:
+
+(A) The conduct of all or substantially all of
+the company's activities is unlawful; or
+
+(B) It is not reasonably practicable to carry on
+the company's activities in conformity with the articles of
+organization and the operating agreement; or
+
+(v) On application by a member or dissociated member,
+the entry of a court order dissolving the company on the grounds
+that the managers or those members in control of the company:
+
+(A) Have acted, are acting, or will act in a
+manner that is illegal or fraudulent; or
+
+(B) Have acted or are acting in a manner that is
+oppressive and was, is, or will be directly harmful to the
+applicant.
+
+(b) In a proceeding brought under paragraph (a)(v) of this
+section, the court may order a remedy other than dissolution.
+
+### **17-29-702. Winding up.**
+
+(a) A dissolved limited liability company shall wind up
+its activities and the company continues after dissolution only
+for the purpose of winding up.
+
+(b) In winding up its activities, a limited liability
+company:
+
+(i) Shall discharge the company's debts, obligations,
+or other liabilities, settle and close the company's activities
+and marshal and distribute the assets of the company; and
+
+(ii) May:
+
+(A) Deliver to the secretary of state for filing
+articles of dissolution stating the name of the company and that
+the company is dissolved;
+
+(B) Preserve the company activities and property
+as a going concern for a reasonable time;
+
+(C) Prosecute and defend actions and
+proceedings, whether civil, criminal or administrative;
+
+(D) Transfer the company's property;
+
+(E) Settle disputes by mediation or arbitration;
+
+(F) Reserved; and
+
+(G) Perform other acts necessary or appropriate
+to the winding up.
+
+(c) If a dissolved limited liability company has no
+members, the legal representative of the last person to have
+been a member may wind up the activities of the company. If the
+person does so, the person has the powers of a sole manager
+under W.S. 17-29-407(c) and is deemed to be a manager for the
+purposes of W.S. 17-29-304(a)(ii).
+
+(d) If the legal representative under subsection (c) of
+this section declines or fails to wind up the company's
+activities, a person may be appointed to do so by the consent of
+transferees owning a majority of the rights to receive
+distributions as transferees at the time the consent is to be
+effective. A person appointed under this subsection:
+
+(i) Has the powers of a sole manager under W.S.
+17-29-407(c) and is deemed to be a manager for the purposes of
+W.S. 17-29-304(a)(ii); and
+
+(ii) Shall promptly deliver to the secretary of state
+for filing an amendment to the company's articles of
+organization to:
+
+(A) State that the company has no members;
+
+(B) State that the person has been appointed
+pursuant to this subsection to wind up the company; and
+
+(C) Provide the street and mailing addresses of
+the person.
+
+(e) A court may order judicial supervision of the winding
+up of a dissolved limited liability company, including the
+appointment of a person to wind up the company's activities:
+
+(i) On application of a member, if the applicant
+establishes good cause;
+
+(ii) On the application of a transferee, if:
+
+(A) The company does not have any members;
+
+(B) The legal representative of the last person
+to have been a member declines or fails to wind up the company's
+activities; and
+
+(C) Within a reasonable time following the
+dissolution a person has not been appointed pursuant to
+subsection (c) of this section; or
+
+(iii) In connection with a proceeding under W.S.
+17-29-701(a)(iv) or (v).
+
+### **17-29-703. Known claims against dissolved limited liability company.**
+
+(a) Except as otherwise provided in subsection (d) of this
+section, a dissolved limited liability company may give notice
+of a known claim under subsection (b) of this section, which has
+the effect as provided in subsection (c) of this section.
+
+(b) A dissolved limited liability company may in a record
+notify its known claimants of the dissolution. The notice
+shall:
+
+(i) Specify the information required to be included
+in a claim;
+
+(ii) Provide a mailing address to which the claim is
+to be sent;
+
+(iii) State the deadline for receipt of the claim,
+which may not be less than one hundred twenty (120) days after
+the date the notice is received by the claimant; and
+
+(iv) State that the claim will be barred if not
+received by the deadline.
+
+(c) A claim against a dissolved limited liability company
+is barred if the requirements of subsection (b) of this section
+are met and:
+
+(i) The claim is not received by the specified
+deadline; or
+
+(ii) If the claim is timely received but rejected by
+the company:
+
+(A) The company causes the claimant to receive a
+notice in a record stating that the claim is rejected and will
+be barred unless the claimant commences an action against the
+company to enforce the claim within ninety (90) days after the
+claimant receives the notice; and
+
+(B) The claimant does not commence the required
+action within the ninety (90) days.
+
+(d) This section does not apply to a claim based on an
+event occurring after the effective date of dissolution or a
+liability that on that date is contingent.
+
+### **17-29-704. Other claims against dissolved limited liability company.**
+
+(a) A dissolved limited liability company may publish
+notice of its dissolution and request persons having claims
+against the company to present them in accordance with the
+notice.
+
+(b) The notice authorized by subsection (a) of this
+section shall:
+
+(i) Be published at least once in a newspaper of
+general circulation in the county in this state in which the
+dissolved limited liability company's principal office is
+located or, if it has none in this state, in the county in which
+the company's designated office is or was last located;
+
+(ii) Describe the information required to be
+contained in a claim and provide a mailing address to which the
+claim is to be sent; and
+
+(iii) State that a claim against the company is
+barred unless an action to enforce the claim is commenced within
+three (3) years after publication of the notice.
+
+(c) If a dissolved limited liability company publishes a
+notice in accordance with subsection (b) of this section, unless
+the claimant commences an action to enforce the claim against
+the company within three (3) years after the publication date of
+the notice, the claim of each of the following claimants is
+barred:
+
+(i) A claimant that did not receive notice in a
+record under W.S. 17-29-703;
+
+(ii) A claimant whose claim was timely sent to the
+company but not acted on; and
+
+(iii) A claimant whose claim is contingent at, or
+based on an event occurring after, the effective date of
+dissolution.
+
+(d) A claim not barred under this section or W.S.
+17-29-703(c) may be enforced:
+
+(i) Against a dissolved limited liability company, to
+the extent of its undistributed assets; and
+
+(ii) If assets of the company have been distributed
+after dissolution, against a member or transferee to the extent
+of that person's proportionate share of the claim or of the
+assets distributed to the member or transferee after
+dissolution, whichever is less, but a person's total liability
+for all claims under this paragraph does not exceed the total
+amount of assets distributed to the person after dissolution.
+
+### **17-29-705. Administrative forfeiture of authority and articles of organization.**
+
+(a) If any limited liability company's registered agent
+has filed its resignation with the secretary of state and the
+limited liability company has not replaced its registered agent
+and registered office, or the limited liability company is
+without a registered agent or registered office in this state
+for any reason, it shall be deemed to be transacting business
+within this state without authority and to have forfeited any
+franchises, rights or privileges acquired under the laws thereof
+and the forfeiture shall be made effective in the following
+manner. The secretary of state shall provide by first class mail
+or by electronic means a notice of its failure to comply with
+aforesaid provisions. Unless compliance is made within sixty
+
+(60) days of mailing or electronic submission of the notice, the
+limited liability company shall be deemed defunct and to have
+forfeited its articles of organization acquired under the laws
+of this state. Provided, that any defunct limited liability
+company may at any time within two (2) years after the
+forfeiture of its articles of organization or certificate of
+authority, in the manner herein provided, be revived and
+reinstated, by filing the necessary statement under this act and
+paying a reinstatement fee established by the secretary of state
+by rule, together with a penalty of two hundred fifty dollars
+
+($250.00). The reinstatement fee shall not exceed the costs of
+providing the reinstatement service. The limited liability
+company shall retain its registered name during the two (2) year
+reinstatement period under this section.
+
+(b) If any limited liability company has failed to pay the
+fee required by W.S. 17-29-210 or any penalties imposed under
+W.S. 17-28-109, it shall be deemed to be transacting business
+within this state without authority and to have forfeited any
+franchises, rights or privileges acquired under the laws
+thereof. The forfeiture shall be made effective in the
+following manner. The secretary of state shall provide notice
+to the limited liability company at its last known mailing
+address by first class mail or by electronic means. Unless
+compliance is made within sixty (60) days of the date of notice
+the limited liability company shall be deemed defunct and to
+have forfeited its articles of organization or certificate of
+authority acquired under the laws of this state. Provided, that
+any defunct limited liability company may at any time within two
+
+(2) years after the forfeiture of its articles of organization
+of certificate of authority, be revived and reinstated by paying
+the amount of the delinquent fees. When the reinstatement is
+effective, it relates back to and takes effect as of the
+effective date deemed defunct pursuant to this subsection and
+the limited liability company resumes carrying on its business
+as if it had never been deemed defunct.
+
+(c) A limited liability company shall be deemed to be
+transacting business within this state without authority, to
+have forfeited any franchises, rights or privileges acquired
+under the laws thereof and shall be deemed defunct and to have
+forfeited its articles of organization or certificate of
+authority acquired under the laws of this state, and the
+forfeiture shall be made effective in the manner provided in
+subsection (a) of this section, if:
+
+(i) A member of the limited liability company signed
+a document he knew was false in any material respect with intent
+that the document be delivered to the secretary of state for
+filing;
+
+(ii) The limited liability company has failed to
+respond to a valid and enforceable subpoena; or
+
+(iii) It is in the public interest and the limited
+liability company or any of its members:
+
+(A) Failed to provide records to the registered
+agent as required in this chapter;
+
+(B) Has provided fraudulent information or has
+failed to correct false information upon request of the
+secretary of state on any filing with the secretary of state
+under this chapter; or
+
+(C) Cannot be served by either the registered
+agent or by mail or electronically by the secretary of state
+acting as the agent for process.
+
+(d) The secretary of state may classify a limited
+liability company as delinquent awaiting forfeiture of its
+articles of organization or certificate of authority at the time
+the secretary of state provides the notice required under
+subsections (a) through (c) of this section to the limited
+liability company.
+
+(e) In addition to the other provisions of this section,
+if any low profit limited liability company has ceased to meet
+the definition of a low profit limited liability company as
+provided in W.S. 17-29-102(a)(ix) and has failed for thirty (30)
+days after ceasing to meet the definition to file an amendment
+to its articles of organization with the secretary of state
+amending its name to conform with the requirements of W.S.
+17-29-108, it shall be deemed to be transacting business in this
+state without authority and to have forfeited any franchises,
+rights or privileges acquired under the laws thereof and the
+forfeiture shall be made effective in the same manner as
+provided in subsection (a) of this section. The reinstatement
+provisions and fees provided in subsection (a) of this section
+shall apply.
+
+### **17-29-706. Reserved. **
+### **17-29-707. Appeal from rejection of reinstatement.**
+Appeals of decisions of the secretary of state under this
+article may be made as provided in W.S. 17-16-1423.
+
+### **17-29-708. Distribution of assets in winding up limited liability company's activities.**
+
+(a) In winding up its activities, a limited liability
+company shall apply its assets to discharge its obligations to
+creditors, including members that are creditors.
+
+(b) After a limited liability company complies with
+subsection (a) of this section, any surplus shall be distributed
+in the following order, subject to any charging order in effect
+under W.S. 17-29-503:
+
+(i) To each person owning a transferable interest
+that reflects contributions made by a member and not previously
+returned, an amount equal to the value of the unreturned
+contributions; and
+
+(ii) In equal shares among members and dissociated
+members, except:
+
+(A) To the extent otherwise provided in a
+written or verbal operating agreement as set forth in W.S.
+17-29-110;
+
+(B) To the extent necessary to comply with any
+transfer effective under W.S. 17-29-502; or
+
+(C) To the extent otherwise represented by the
+company through an authorized representative in tax filings with
+the Internal Revenue Service in which the status elected by the
+company is not timely disputed by any member.
+
+(c) If a limited liability company does not have
+sufficient surplus to comply with paragraph (b)(i) of this
+section, any surplus shall be distributed among the owners of
+transferable interests in proportion to the value of their
+respective unreturned contributions.
+
+(d) Repealed by Laws 2017, ch. 51, § 2.
+
+## ARTICLE 8 - RESERVED
+
+## ARTICLE 9 - ACTIONS BY MEMBERS
+
+### **17-29-901. Direct action by member.**
+
+(a) Subject to subsection (b) of this section, a member
+may maintain a direct action against another member, a manager
+or the limited liability company to enforce the member's rights
+and otherwise protect the member's interests, including rights
+and interests under the operating agreement or this chapter or
+arising independently of the membership relationship.
+
+(b) A member maintaining a direct action under this
+section shall plead and prove an actual or threatened injury
+that is not solely the result of an injury suffered or
+threatened to be suffered by the limited liability company.
+
+### **17-29-902. Derivative action.**
+
+(a) A member may maintain a derivative action to enforce a
+right of a limited liability company if:
+
+(i) The member first makes a demand on the other
+members in a member-managed limited liability company, or the
+managers of a manager-managed limited liability company,
+requesting that they cause the company to bring an action to
+enforce the right, and the managers or other members do not
+bring the action within a reasonable time; or
+
+(ii) A demand under paragraph (i) of this subsection
+would be futile.
+
+### **17-29-903. Proper plaintiff.**
+
+(a) Except as otherwise provided in subsection (b) of this
+section, a derivative action under W.S. 17-29-902 may be
+maintained only by a person that is a member at the time the
+action is commenced and remains a member while the action
+continues.
+
+
+(b) If the sole plaintiff in a derivative action dies
+while the action is pending, the court may permit another member
+of the limited liability company to be substituted as plaintiff.
+
+### **17-29-904. Pleading.**
+
+(a) In a derivative action under W.S. 17-29-902, the
+complaint shall state with particularity:
+
+(i) The date and content of plaintiff's demand and
+the response to the demand by the managers or other members; or
+
+(ii) If a demand has not been made, the reasons a
+demand under W.S. 17-29-902(a)(i) would be futile.
+
+### **17-29-905. Special litigation committee.**
+
+(a) If a limited liability company is named as or made a
+party in a derivative proceeding, the company may appoint a
+special litigation committee to investigate the claims asserted
+in the proceeding and determine whether pursuing the action is
+in the best interests of the company. If the company appoints a
+special litigation committee, on motion by the committee made in
+the name of the company, except for good cause shown, the court
+shall stay discovery for the time reasonably necessary to permit
+the committee to make its investigation. This subsection does
+not prevent the court from enforcing a person's right to
+information under W.S. 17-29-410 or, for good cause shown,
+granting extraordinary relief in the form of a temporary
+restraining order or preliminary injunction.
+
+(b) A special litigation committee may be composed of one
+
+(1) or more disinterested and independent individuals, who may
+be members.
+
+(c) A special litigation committee may be appointed:
+
+(i) In a member-managed limited liability company:
+
+(A) By the consent of a majority of the members
+not named as defendants or plaintiffs in the proceeding; and
+
+(B) If all members are named as defendants or
+plaintiffs in the proceeding, by a majority of the members named
+as defendants; or
+
+(ii) In a manager-managed limited liability company:
+
+
+(A) By a majority of the managers not named as
+defendants or plaintiffs in the proceeding; and
+
+(B) If all managers are named as defendants or
+plaintiffs in the proceeding, by a majority of the managers
+named as defendants.
+
+(d) After appropriate investigation, a special litigation
+committee may determine that it is in the best interests of the
+limited liability company that the proceeding:
+
+(i) Continue under the control of the plaintiff;
+
+(ii) Continue under the control of the committee;
+
+(iii) Be settled on terms approved by the committee;
+or
+
+(iv) Be dismissed.
+
+(e) After making a determination under subsection (d) of
+this section, a special litigation committee shall file with the
+court a statement of its determination and its report supporting
+its determination, giving notice to the plaintiff. The court
+shall determine whether the members of the committee were
+disinterested and independent and whether the committee
+conducted its investigation and made its recommendation in good
+faith, independently and with reasonable care, with the
+committee having the burden of proof. If the court finds that
+the members of the committee were disinterested and independent
+and that the committee acted in good faith, independently and
+with reasonable care, the court shall enforce the determination
+of the committee. Otherwise, the court shall dissolve the stay
+of discovery entered under subsection (a) of this section and
+allow the action to proceed under the direction of the
+plaintiff.
+
+### **17-29-906. Proceeds and expenses.**
+
+(a) Except as otherwise provided in subsection (b) of this
+section:
+
+(i) Any proceeds or other benefits of a derivative
+action under W.S. 17-29-902, whether by judgment, compromise or
+settlement, belong to the limited liability company and not to
+the plaintiff; and
+
+
+(ii) If the plaintiff receives any proceeds, the
+plaintiff shall remit them immediately to the company.
+
+(b) If a derivative action under W.S. 17-29-902 is
+successful in whole or in part, the court may award the
+plaintiff reasonable expenses, including reasonable attorney's
+fees and costs, from the recovery of the limited liability
+company.
+
+## ARTICLE 10 - MERGER, CONVERSION, CONTINUANCE, TRANSFER AND DOMESTICATION
+
+### **17-29-1001. Definitions.**
+
+(a) As used in this chapter:
+
+(i) "Constituent limited liability company" means a
+constituent organization that is a limited liability company;
+
+(ii) "Constituent organization" means an organization
+that is party to a merger;
+
+(iii) "Converted organization" means the organization
+into which a converting organization converts pursuant to W.S.
+17-29-1006;
+
+(iv) "Converting limited liability company" means a
+converting organization that is a limited liability company;
+
+(v) "Converting organization" means an organization
+that converts into another organization pursuant to W.S.
+17-29-1006;
+
+(vi) "Governing statute" means the statute that
+governs an organization's internal affairs;
+
+(vii) "Organization" means a general partnership,
+including a limited liability partnership, limited partnership,
+including a limited liability limited partnership, limited
+liability company, business trust, statutory trust, corporation
+or any other person having a governing statute. The term
+includes a domestic or foreign organization regardless of
+whether organized for profit;
+
+(viii) "Organizational documents" means:
+
+
+(A) For a domestic or foreign general
+partnership, its partnership agreement;
+
+(B) For a limited partnership or foreign limited
+partnership, its certificate of limited partnership and
+partnership agreement;
+
+(C) For a domestic or foreign limited liability
+company, its certificate or articles of organization and
+operating agreement, or comparable records as provided in its
+governing statute;
+
+(D) For a business or statutory trust, its
+agreement of trust, declaration of trust or certificate of
+trust;
+
+(E) For a domestic or foreign corporation for
+profit, its articles of incorporation, bylaws and other
+agreements among its shareholders which are authorized by its
+governing statute or comparable records as provided in its
+governing statute; and
+
+(F) For any other organization, the basic
+records that create the organization and determine its internal
+governance and the relations among the persons that own it, have
+an interest in it or are members of it.
+
+(ix) "Personal liability" means liability for a debt,
+obligation or other liability of an organization which is
+imposed on a person that co-owns, has an interest in or is a
+member of the organization:
+
+(A) By the governing statute solely by reason of
+the person co-owning, having an interest in or being a member of
+the organization; or
+
+(B) By the organization's organizational
+documents under a provision of the governing statute authorizing
+those documents to make one (1) or more specified persons liable
+for all or specified debts, obligations or other liabilities of
+the organization solely by reason of the person or persons co-
+owning, having an interest in or being a member of the
+organization.
+
+(x) "Surviving organization" means an organization
+into which one (1) or more other organizations are merged
+
+whether the organization preexisted the merger or was created by
+the merger.
+
+### **17-29-1002. Merger.**
+
+(a) A limited liability company may merge with one (1) or
+more other constituent organizations pursuant to this section,
+W.S. 17-29-1003 through 17-29-1005 and a plan of merger, if:
+
+(i) The governing statute of each of the other
+organizations authorizes the merger;
+
+(ii) The merger is not expressly prohibited by the
+law of a jurisdiction that enacted any of the governing
+statutes;
+
+(iii) Each of the other organizations complies with
+its governing statute in effecting the merger; and
+
+(iv) No member of a domestic limited liability
+company that is a party to the merger will, as a result of the
+merger, become personally liable for the liabilities or
+obligations of any other person or entity unless that member
+approves the plan of merger and otherwise consents to becoming
+personally liable.
+
+(b) A plan of merger shall be in a record and shall
+include:
+
+(i) The name and form of each constituent
+organization;
+
+(ii) The name and form of the surviving organization
+and, if the surviving organization is to be created by the
+merger, a statement to that effect;
+
+(iii) The terms and conditions of the merger,
+including the manner and basis for converting the interests in
+each constituent organization into any combination of money,
+interests in the surviving organization or other consideration;
+
+(iv) If the surviving organization is to be created
+by the merger, the surviving organization's organizational
+documents that are proposed to be in a record; and
+
+(v) If the surviving organization is not to be
+created by the merger, any amendments to be made by the merger
+
+to the surviving organization's organizational documents that
+are, or are proposed to be, in a record.
+
+### **17-29-1003. Action on plan of merger by constituent limited liability company.**
+
+(a) Subject to W.S. 17-29-1014, a plan of merger shall be
+consented to by all the members of a constituent limited
+liability company.
+
+(b) Subject to W.S. 17-29-1014 and any contractual rights,
+after a merger is approved, and at any time before articles of
+merger are delivered to the secretary of state for filing under
+W.S. 17-29-1004, a constituent limited liability company may
+amend the plan or abandon the merger:
+
+(i) As provided in the plan; or
+
+(ii) Except as otherwise prohibited in the plan, with
+the same consent as was required to approve the plan.
+
+### **17-29-1004. Filings required for merger; effective date.**
+
+(a) After each constituent organization has approved a
+merger, articles of merger shall be signed on behalf of:
+
+(i) Each domestic constituent limited liability
+company, as provided in W.S. 17-29-203(a); and
+
+(ii) Each other constituent organization, as provided
+in its governing statute.
+
+(b) Articles of merger under this section shall include:
+
+(i) The name and form of each constituent
+organization and the jurisdiction of its governing statute;
+
+(ii) The name and form of the surviving organization,
+the jurisdiction of its governing statute and, if the surviving
+organization is created by the merger, a statement to that
+effect;
+
+(iii) The date the merger is effective under the
+governing statute of the surviving organization;
+
+(iv) If the surviving organization is to be created
+by the merger:
+
+
+(A) If it will be a limited liability company,
+the company's articles of organization; or
+
+(B) If it will be an organization other than a
+limited liability company, the organizational document that
+creates the organization that is in a public record.
+
+(v) If the surviving organization preexists the
+merger, any amendments provided for in the plan of merger for
+the organizational document that created the organization that
+are in a public record;
+
+(vi) A statement as to each constituent organization
+that the merger was approved as required by the organization's
+governing statute;
+
+(vii) If the surviving organization is a foreign
+organization not authorized to transact business in this state,
+the street and mailing addresses of an office that the secretary
+of state may use for the purposes of W.S. 17-29-1005(b); and
+
+(viii) Any additional information required by the
+governing statute of any constituent organization.
+
+(c) Each constituent limited liability company shall
+deliver the articles of merger for filing in the office of the
+secretary of state.
+
+(d) A merger becomes effective under this chapter:
+
+(i) If the surviving organization is a limited
+liability company, upon the later of:
+
+(A) Compliance with subsection (c) of this
+section; or
+
+(B) Subject to W.S. 17-29-205(c), as specified
+in the articles of merger; or
+
+(ii) If the surviving organization is not a limited
+liability company, as provided by the governing statute of the
+surviving organization.
+
+(e) If the secretary of state finds that the articles of
+merger comply with the requirements of law, that all required
+
+fees have been paid and a certificate has been requested, he
+shall issue a certificate of merger.
+
+### **17-29-1005. Effect of merger.**
+
+(a) When a merger becomes effective:
+
+(i) The surviving organization continues or comes
+into existence;
+
+(ii) Each constituent organization that merges into
+the surviving organization ceases to exist as a separate entity;
+
+(iii) All property owned by each constituent
+organization that ceases to exist vests in the surviving
+organization;
+
+(iv) All debts, obligations or other liabilities of
+each constituent organization that ceases to exist continue as
+debts, obligations or other liabilities of the surviving
+organization;
+
+(v) An action or proceeding pending by or against any
+constituent organization that ceases to exist may be continued
+as if the merger had not occurred;
+
+(vi) Except as prohibited by other law, all of the
+rights, privileges, immunities, powers and purposes of each
+constituent organization that ceases to exist vest in the
+surviving organization;
+
+(vii) Except as otherwise provided in the plan of
+merger, the terms and conditions of the plan of merger take
+effect;
+
+(viii) Except as otherwise agreed, if a constituent
+limited liability company ceases to exist, the merger does not
+dissolve the limited liability company for the purposes of
+article 7 of this chapter;
+
+(ix) If the surviving organization is created by the
+merger:
+
+(A) If it is a limited liability company, the
+articles of organization becomes effective; or
+
+
+(B) If it is an organization other than a
+limited liability company, the organizational document that
+creates the organization becomes effective; and
+
+(x) If the surviving organization preexisted the
+merger, any amendments provided for in the articles of merger
+for the organizational document that created the organization
+become effective.
+
+(b) A surviving organization that is a foreign
+organization consents to the jurisdiction of the courts of this
+state to enforce any debt, obligation or other liability owed by
+a constituent organization. A surviving organization that is a
+foreign organization and not authorized to transact business in
+this state appoints the secretary of state as its agent for
+service of process for the purposes of enforcing a debt,
+obligation or other liability under this subsection.
+
+### **17-29-1006. Conversion.**
+An organization other than a limited liability company may be
+converted to a limited liability company pursuant to chapter 26
+of this title and the organization's governing statutes.
+
+### **17-29-1007. Reserved. **
+### **17-29-1008. Reserved. **
+### **17-29-1009. Effect of conversion.**
+
+(a) The effect of an organization other than a limited
+liability company converting to a limited liability company
+shall be as provided in chapter 26 of this title and the
+organization's governing statutes.
+
+(b) A converted organization that is a foreign
+organization consents to the jurisdiction of the courts of this
+state to enforce any debt, obligation or other liability for
+which the converting limited liability company is liable. A
+converted organization that is a foreign organization and not
+authorized to transact business in this state appoints the
+secretary of state as its agent for service of process for
+purposes of enforcing a debt, obligation or other liability
+under this subsection.
+
+### **17-29-1010. Continuance.**
+
+(a) Subject to subsection (b) of this section, any
+organization organized for any purpose except acting as an
+insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a
+financial institution under the laws of any foreign jurisdiction
+may, if the foreign jurisdiction will acknowledge that the
+organization's domicile has terminated in the foreign
+jurisdiction, apply to the secretary of state for registration
+under this act. The secretary of state may issue a certificate
+of registration upon receipt of an application supported by
+articles of continuance as provided by this act together with
+the statements, information and documents set out in subsection
+
+(c) of this section. The certificate of registration may then
+be issued continuing the organization in Wyoming as if it had
+been organized as a limited liability company in this state.
+The certificate of registration may be subject to any
+limitations and conditions as may appear proper to the secretary
+of state.
+
+(b) The secretary of state shall cause notice of issuance
+of a certificate of registration to be given forthwith to the
+proper officer of the foreign jurisdiction in which the
+organization was previously organized.
+
+(c) The articles of continuance filed by a foreign
+organization with the secretary of state shall contain:
+
+(i) A certified copy of its original articles of
+organization and all amendments thereto or its equivalent basic
+charter;
+
+(ii) The names of the organization and the foreign
+jurisdiction in which it has previously been lawfully organized;
+
+(iii) The date of organization;
+
+(iv) The address of its principal mailing address;
+
+(v) The name and address of the proposed registered
+agent in this state;
+
+(vi) Reserved;
+
+(vii) Repealed By Laws 2014, Ch. 65, § 2.
+
+(viii) Repealed By Laws 2014, Ch. 65, § 2.
+
+(ix) Repealed By Laws 2014, Ch. 65, § 2.
+
+
+(x) Any additional information permitted in articles
+of organization under W.S. W.S. 17-29-201.
+
+(d) The application shall be executed by the manager or
+managers if any or by any member who is authorized to execute
+the application on behalf of the organization.
+
+(e) The provisions of the articles of continuance may,
+without expressly so stating, vary from the provisions of the
+organization's articles of organization or equivalent basic
+charter or other authorization, if the variation is one which a
+company organized under the Revised Uniform Limited Liability
+Company Act could effect by way of amendment to its articles of
+organization. Upon issuance of a certificate of continuance by
+the secretary of state, the articles of continuance shall be
+deemed to be the articles of organization of the continued
+organization. The organization may elect to incorporate by
+reference in the articles of continuance its basic charter or
+other authorization which has been adopted by it in the foreign
+jurisdiction, in order to permit the same to continue to act as
+the articles of organization, provided, however, that the basic
+charter or other authorization shall be deemed amended to the
+extent necessary to make the same conform to the laws of Wyoming
+and to the provisions of the articles of continuance.
+
+(f) Except for the purpose of W.S. 16-6-101 through
+16-6-118, the existence of any organization heretofore or
+hereafter issued a certificate of continuation under this act
+shall be deemed to have commenced on the date the organization
+commenced its existence in the jurisdiction in which it was
+first formed, organized or otherwise came into being. The laws
+of Wyoming shall apply to an organization continuing under this
+act to the same extent as if it had been organized under the
+laws of Wyoming from and after the issuance of a certificate of
+continuation under this act by the secretary of state. When a
+foreign organization is continued under this act, the
+continuance shall not affect the ownership of its property, or
+its liability for any existing obligations, causes of action,
+claims, pending or threatened prosecution or civil or
+administration actions, convictions, rulings, orders or
+judgments.
+
+(g) Continuance under this act does not deprive a member
+of any right or privilege that he claims under, or relieve any
+member of any liability in respect of, his membership.
+
+### **17-29-1011. Transfer of a Wyoming limited liability company to another jurisdiction.**
+
+(a) A limited liability company created, domesticated or
+continued under this chapter may, if authorized by resolution
+duly adopted as set forth in subsection (f) of this section, and
+by the laws of any other jurisdiction, within or without the
+United States, apply to the proper officer of the other
+jurisdiction for a certificate of registration, and to the
+secretary of state of this state for a certificate of transfer.
+The application for certificate of transfer shall set forth the
+following:
+
+(i) The name of the limited liability company
+immediately prior to the transfer, and if that name is
+unavailable for use in the foreign jurisdiction or the limited
+liability company desires to change its name in connection with
+the transfer, the name by which the limited liability company
+will be known in the foreign jurisdiction;
+
+(ii) A statement of the jurisdiction to which the
+limited liability company is to be transferred;
+
+(iii) A statement that the limited liability company
+shall surrender its articles of organization under this chapter
+upon the effectiveness of the transfer;
+
+(iv) A statement that the transfer was duly approved
+by the members in the manner required under subsection (f) of
+this section; and
+
+(v) Any other terms and conditions of the transfer,
+including any desired amendments to the articles of organization
+of the limited liability company following its transfer.
+
+(b) The secretary of state shall require that the limited
+liability company maintain within the state an agent for service
+of process for at least one (1) year after the transfer is
+effected and shall impose any conditions he considers
+appropriate for the protection of creditors, including the
+provision of notice to the public of the application described
+in subsection (a) of this section, the provision of a bond or a
+deposit of funds in an appropriate depository located in Wyoming
+and subject to the jurisdiction of the courts of Wyoming, and if
+such conditions are not met, the secretary of state may refuse
+to issue a certificate of transfer.
+
+(c) The secretary of state, upon compliance by the
+applicant and the secretary with subsections (a) and (b) of this
+section and receipt of payment of the special toll charge
+prescribed by subsection (e) of this section shall immediately
+transmit a notice of issuance of a certificate of transfer to
+the proper officer of the jurisdiction to which the limited
+liability company is transferred.
+
+(d) Upon issuance of a certificate of transfer, the
+limited liability company shall be continued as if it had been
+organized under the laws of the other jurisdiction and becomes a
+limited liability company under the laws of the other
+jurisdiction upon issuance by such jurisdiction of a certificate
+of registration.
+
+(e) Every limited liability company organized,
+domesticated or continued under the laws of this state in order
+to receive a certificate of transfer pursuant to subsection (c)
+of this section shall pay to the secretary of state, in addition
+to all other statutory taxes and fees, a special toll charge of
+sixty dollars ($60.00).
+
+(f) A resolution to transfer the limited liability company
+to another jurisdiction shall be adopted by the members.
+
+(g) The limited liability company may represent to the
+proper officer of the jurisdiction to which the limited
+liability company is transferred that the laws of the state of
+Wyoming permit such transfer, and may describe the permission
+extended by this section as authorizing the domestication,
+continuance or other transfer of domicile as may be required by
+the laws of the foreign jurisdiction in order for the limited
+liability company to be accepted in that jurisdiction, provided
+that the limited liability company may not misrepresent the
+requirements or effects of the provisions of this section.
+
+### **17-29-1012. Domestication of foreign limited liability companies.**
+Any limited liability company created under the laws of any of
+the several states of the United States for any purpose except
+acting as an insurer as defined in W.S. 26-1-102(a)(xvi), or
+acting as a financial institution may become a domestic limited
+liability company of this state by delivering or causing to be
+delivered to the secretary of state articles of domestication.
+Upon filing the articles of domestication, the secretary of
+state shall issue to the foreign limited liability company a
+certificate of domestication which shall continue the company as
+if it had been created under this chapter. The articles of
+domestication, upon being filed by the secretary of state,
+constitute the articles of the domesticated foreign limited
+liability company and it shall thereafter have all the powers
+and privileges and be subjected to all the duties and
+limitations granted and imposed upon domestic limited liability
+companies under the provisions of the Revised Uniform Limited
+Liability Company Act.
+
+### **17-29-1013. Application for certificate of domestication; articles of domestication.**
+
+(a) A foreign limited liability company, in order to
+procure a certificate of domestication shall file articles of
+domestication with the secretary of state, which articles shall
+include and set forth:
+
+(i) A certified copy of its original articles of
+organization and all amendments thereto or its equivalent basic
+charter or other authorization, and a certificate of good
+standing not more than thirty (30) days old;
+
+(ii) The name of the company and the jurisdiction
+under the laws of which it is created;
+
+(iii) The date of organization and the period of
+duration of the company;
+
+(iv) The address of the principal office of the
+company and the jurisdiction under the laws of which it is
+created;
+
+(v) The address of the proposed registered office of
+the company in this state, and the name of its proposed
+registered agent in this state at that address;
+
+(vi) Repealed By Laws 2014, Ch. 65, § 2.
+
+(vii) Repealed By Laws 2014, Ch. 65, § 2.
+
+(viii) Repealed By Laws 2014, Ch. 65, § 2.
+
+(ix) Repealed By Laws 2014, Ch. 65, § 2.
+
+(x) Any additional information permitted in articles
+of organization under W.S. 17-29-201.
+
+### **17-29-1014. Restrictions on approval of mergers, conversions, continuances, transfers and domestications.**
+
+(a) If a member of a constituent, converting, continuing,
+transferring or domesticating limited liability company will
+have personal liability with respect to a surviving, converted,
+continued, transferred or domesticated organization, approval or
+amendment of a plan of merger, conversion, continuance, transfer
+or domestication are ineffective without the consent of the
+member, unless:
+
+(i) The company's operating agreement provides for
+approval of a merger, conversion, continuance, transfer or
+domestication with the consent of fewer than all the members;
+and
+
+(ii) The member has consented to the provision of the
+operating agreement.
+
+(b) A member does not give the consent required by
+subsection (a) of this section merely by consenting to a
+provision of the operating agreement that permits the operating
+agreement to be amended with the consent of fewer than all the
+members.
+
+### **17-29-1015. Article not exclusive.**
+This article does not preclude an entity from being merged,
+converted, continued, transferred or domesticated under law
+other than this chapter.
+
+## ARTICLE 11 - MISCELLANEOUS PROVISIONS
+
+### **17-29-1101. Uniformity of application and construction.**
+In applying and construing this uniform act, consideration shall
+be given to the need to promote uniformity of the law with
+respect to its subject matter among states that enact it.
+
+### **17-29-1102. Secretary of state powers.**
+The secretary of state has the power reasonably necessary to
+perform the duties required of him by this chapter. The
+secretary of state shall promulgate reasonable rules and
+regulations necessary to carry out the purposes of this chapter.
+
+### **17-29-1103. Application to existing domestic limited liability companies.**
+
+(a) Except as provided in subsection (b) of this section,
+this chapter applies to domestic limited liability companies in
+existence on July 1, 2010 that were organized under any general
+statute of this state providing for organization of limited
+liability companies.
+
+(b) For limited liability companies organized in Wyoming
+prior to the effective date of this chapter, the management
+provisions contained in former W.S. 17-15-116, the division of
+profits provisions contained in former W.S. 17-15-119, the
+distribution of assets upon dissolution provisions contained in
+former W.S. 17-15-126 and the stated term provisions contained
+in former W.S. 17-15-107(a)(ii) are continued for a period of
+four (4) years from the effective date of this chapter unless
+the limited liability company amends its articles of
+organization to provide otherwise.
+
+### **17-29-1104. Applications to qualified foreign limited liability companies.**
+A foreign limited liability company authorized to transact
+business in this state on the effective date of this chapter is
+subject to this chapter but is not required to obtain a new
+certificate of authority to transact business under this
+chapter.
+
+### **17-29-1105. Saving provisions.**
+
+(a) Except as provided in subsection (b) of this section,
+the repeal of a statute by this act does not affect:
+
+(i) The operation of the statute or any action taken
+under it before its repeal;
+
+(ii) Any ratification, right, remedy, privilege,
+obligation or liability acquired, accrued or incurred under the
+statute before its repeal;
+
+(iii) Any violation of the statute, or any penalty,
+forfeiture or punishment incurred because of the violation,
+before its repeal; or
+
+(iv) Any proceeding or dissolution commenced under
+the statute before its repeal, and the proceeding or dissolution
+
diff --git a/WY_Statute_Title17/Chapter31-DAO.md b/WY_Statute_Title17/Chapter31-DAO.md
new file mode 100644
index 0000000..f439bf1
--- /dev/null
+++ b/WY_Statute_Title17/Chapter31-DAO.md
@@ -0,0 +1,152 @@
+# CHAPTER 31 - DECENTRALIZED AUTONOMOUS ORGANIZATION SUPPLEMENT
+## ARTICLE 1 - PROVISIONS
+
+**17-31-101. Short title.**
+
+This chapter shall be known and may be cited as the "Wyoming Decentralized Autonomous Organization Supplement."
+
+**17-31-102. Definitions.**
+
+(a) As used in this chapter:
+
+(i) "Blockchain" means as defined in W.S. 34-29-106(g)(i);
+
+(ii) "Decentralized autonomous organization" means a limited liability company organized under this chapter;
+
+(iii) "Digital asset" means as defined in W.S. 34-29-101(a)(i);
+
+(iv) "Limited liability autonomous organization" or "LAO" means a decentralized autonomous organization;
+
+(v) "Majority of the members," means the approval of more than fifty percent (50%) of participating membership interests in a vote for which a quorum of members is participating. A person dissociated as a member as set forth in W.S. 17-29-602 shall not be included for the purposes of calculating the majority of the members;
+
+(vi) "Membership interest" means a member's ownership share in a member managed decentralized autonomous organization, which may be defined in the entity's articles of organization, smart contract or operating agreement. A membership interest may also be characterized as either a digital security or a digital consumer asset as defined in W.S. 34-29-101, if designated as such in the organization's articles of organization or operating agreement;
+
+(vii) "Open blockchain" means a blockchain as defined in W.S. 34-29-106(g)(i) that is publicly accessible and its ledger of transactions is transparent;
+
+(viii) "Quorum" means a minimum requirement on the sum of membership interests participating in a vote for that vote to be valid;
+
+(ix) "Smart contract" means an automated transaction, as defined in W.S. 40-21-102(a)(ii), or any substantially similar analogue, which is comprised of code, script or programming language that executes the terms of an agreement and which may include taking custody of and transferring an asset, administrating membership interest votes with respect to a decentralized autonomous organization or issuing executable instructions for these actions, based on the occurrence or nonoccurrence of specified conditions.
+
+**17-31-103. Application of Wyoming Limited Liability Company Act.**
+
+1) The Wyoming Limited Liability Company Act applies to decentralized autonomous organizations to the extent not inconsistent with the provisions of this chapter and the powers provided to the secretary of state by W.S. 17-29-1102 shall apply to this chapter.
+
+2) This chapter does not repeal or modify any statute or rule of law that applies to a limited liability company that is organized under the Wyoming Limited Liability Company Act that does not elect to become a decentralized autonomous organization.
+
+**17-31-104. Definition and election of decentralized autonomous organization status.**
+
+1) A decentralized autonomous organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized autonomous organization as described in subsection (c) of this section.
+
+2) A limited liability company formed under the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1102, may convert to a decentralized autonomous organization by amending its articles of organization to include the statement required by subsections (a) and (c) of this section and W.S. 17-31-106.
+
+3) A statement in substantially the following form shall appear conspicuously in the articles of organization or operating agreement, if applicable, in a decentralized autonomous organization:
+
+`NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS`
+
+`The rights of members in a decentralized autonomous organization may differ materially from the rights of members in other limited liability companies. The Wyoming Decentralized Autonomous Organization Supplement, underlying smart contracts, articles of organization and operating agreement, if applicable, of a decentralized autonomous organization may define, reduce or eliminate fiduciary duties and may restrict transfer of ownership interests, withdrawal or resignation from the decentralized autonomous organization, return of capital contributions and dissolution of the decentralized autonomous organization. `
+
+4) The registered name for a decentralized autonomous organization shall include wording or abbreviation to denote its status as a decentralized autonomous organization, specifically "DAO", "LAO", or "DAO LLC."
+
+5) A statement in the articles of organization may define the decentralized autonomous organization as either a member managed decentralized autonomous organization or an algorithmically managed decentralized autonomous organization. If the type of decentralized autonomous organization is not otherwise provided for, the limited liability company will be presumed to be a member managed decentralized autonomous organization.
+
+**17-31-105. Formation.**
+
+1) Any person may form a decentralized autonomous organization which shall have one (1) or more members by signing and delivering one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing. The person forming the decentralized autonomous organization need not be a member of the organization.
+
+2) Each decentralized autonomous organization shall have and continuously maintain in this state a registered agent as provided in W.S. 17-28-101 through 17-28-111.
+
+3) A decentralized autonomous organization may form and operate for any lawful purpose, regardless of whether for profit.
+
+4) An algorithmically managed decentralized autonomous organization may only form under this chapter if the underlying smart contracts are able to be updated, modified or otherwise upgraded.
+
+**17-31-106. Articles of organization.**
+
+1) The articles of organization of a decentralized autonomous organization shall include a statement that the organization is a decentralized autonomous organization, pursuant to W.S. 17-31-104, and shall set forth the matters required by W.S. 17-29-201.
+
+2) In addition to the requirements of subsection (a) of this section the articles of organization shall include a publicly available identifier of any smart contract directly used to manage, facilitate or operate the decentralized autonomous organization.
+
+3) Except as otherwise provided in this chapter, the articles of organization and the smart contracts for a decentralized autonomous organization shall govern all of the following:
+
+(i) Relations among the members and between the members and the decentralized autonomous organization;
+
+(ii) Rights and duties under this chapter of a person in their capacity as a member;
+
+(iii) Activities of the decentralized autonomous organization and the conduct of those activities;
+
+(iv) Means and conditions for amending the operating agreement;
+
+(v) Rights and voting rights of members; (vi) Transferability of membership interests;
+
+(vii) Withdrawal of membership;
+
+(viii) Distributions to members prior to dissolution; (ix) Amendment of the articles of organization; (x) Procedures for amending, updating, editing or changing applicable smart contracts;
+
+(xi) All other aspects of the decentralized autonomous organization.
+
+**17-31-107. Amendment or restatement of articles of organization.**
+
+(a) Articles of organization shall be amended when:
+
+(i) There is a change in the name of the decentralized autonomous organization;
+
+(ii) There is a false or erroneous statement in the articles of organization; or
+
+(iii) The decentralized autonomous organization's smart contracts have been updated or changed.
+
+**17-31-108. Operating agreement.**
+
+To the extent the articles of organization or smart contract do not otherwise provide for a matter described in W.S. 17-31-106, the operation of a decentralized autonomous organization may be supplemented by an operating agreement.
+
+**17-31-109. Management. **
+
+Management of a decentralized autonomous organization shall be vested in its members, if member managed, or the smart contract, if algorithmically managed, unless otherwise provided in the articles of organization or operating agreement.
+
+**17-31-110. Standards of conduct for members.**
+
+Unless otherwise provided for in the articles of organization or operating agreement, no member of a decentralized autonomous organization shall have any fiduciary duty to the organization or any member except that the members shall be subject to the implied contractual covenant of good faith and fair dealing.
+
+**17-31-111. Membership interests for member managed decentralized autonomous organizations; voting.**
+
+(a) For purposes of W.S. 17-31-113 and 17-31-114 and unless otherwise provided for in the articles of organization, smart contract or operating agreement:
+
+(i) Membership interests in a member managed decentralized autonomous organization shall be calculated by dividing a member's contribution of digital assets to the organization divided by the total amount of digital assets contributed to the organization at the time of a vote;
+
+(ii) If members do not contribute digital assets to an organization as a prerequisite to becoming a member, each member shall possess one (1) membership interest and be entitled to one (1) vote;
+
+(iii) A quorum shall require not less than a majority of membership interests entitled to vote.
+
+**17-31-112. Right of members, managers and dissociated members to information.**
+
+Members shall have no right under W.S. 17-29-410 to separately inspect or copy records of a decentralized autonomous organization and the organization shall have no obligation to furnish any information concerning the organization’s activities, financial condition or other circumstances to the extent the information is available on an open blockchain.
+
+**17-31-113. Withdrawal of members.**
+
+1) A member may only withdraw from a decentralized autonomous organization in accordance with the terms set forth in the articles of organization, the smart contracts or, if applicable, the operating agreement.
+
+2) A member of a decentralized autonomous organization may not have the organization dissolved for a failure to return the members' contribution to capital.
+
+3) Unless the organization's articles of organization, smart contracts or operating agreement provide otherwise, a withdrawn member forfeits all membership interests in the decentralized autonomous organization, including any governance or economic rights.
+
+**17-31-114. Dissolution.**
+
+(a) A decentralized autonomous organization organized under this chapter shall be dissolved upon the occurrence of any of the following events:
+
+(i) The period fixed for the duration of the organization expires;
+
+(ii) By vote of the majority of members of a member managed decentralized autonomous organization;
+
+(iii) At the time or upon the occurrence of events specified in the underlying smart contracts or as specified in the articles of organization or operating agreement;
+
+(iv) The decentralized autonomous organization has failed to approve any proposals or take any actions for a period of one (1) year;
+
+(v) By order of the secretary of state if the decentralized autonomous organization is deemed to no longer perform a lawful purpose.
+
+(b) As soon as possible following the occurrence of any of the events specified in subsection (a) of this section causing the dissolution of a decentralized autonomous organization, the organization shall execute a statement of intent to dissolve in the form prescribed by the secretary of state.
+
+**17-31-115. Miscellaneous.**
+
+The articles of organization and the operating agreement of a decentralized autonomous organization are effective as statements of aized autonomous organization organized uthority. Where the underlying articles of organization and operating agreement are in conflict, the articles of organization shall preempt any conflicting provisions. Where the underlying articles of organization and smart contract are in conflict, the smart contract shall preempt any conflicting provisions of the articles of organization, except as it relates to W.S. 17-31-104 and 17-31-106(a) and (b).
+
+**17-31-116. Foreign decentralized autonomous organization.**
+
+The secretary of state shall not issue a certificate of authority for a foreign decentralized autonomous organization.