Wyoming Statutes
Wyo. Stat. § 17-16-1405 (2026)
Effect of dissolution.
✓ current as of May 2026
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(a) A dissolved corporation continues its corporate
existence but may not carry on any business except that
appropriate to wind up and liquidate its business and affairs,
including:
(i) Collecting its assets;
(ii) Disposing of its properties that will not be
distributed in kind to its shareholders;
(iii) Discharging or making provision for discharging
its liabilities;
(iv) Distributing its remaining property among its
shareholders according to their interests; and
(v) Doing every other act necessary to wind up and
liquidate its business and affairs.
(b) Dissolution of a corporation does not:
(i) Transfer title to the corporation's property;
(ii) Prevent transfer of its shares or securities,
although the authorization to dissolve may provide for closing
the corporation's share transfer records;
(iii) Subject its directors or officers to standards
of conduct different from those prescribed in article 8;
(iv) Change quorum or voting requirements for its
board of directors or shareholders; change provisions for
selection, resignation, or removal of its directors or officers
or both; or change provisions for amending its bylaws;
(v) Prevent commencement of a proceeding by or
against the corporation in its corporate name;
(vi) Abate or suspend a proceeding pending by or
against the corporation on the effective date of dissolution; or
(vii) Terminate the authority of the registered agent
of the corporation.Notes of Decisions
Cited in 6
cases, 1999–2016 · leading case: Ridgerunner, LLC v. Meisinger, 297 P.3d 110 (Wyo. 2013).
Ridgerunner, LLC v. Meisinger, 297 P.3d 110 (Wyo. 2013). “Most states have adopted statutes that reverse the common law rule and, instead, allow the commencement of proceedings by or against a corporation in its corporate name, even if the corporation is dissolved.”
Catamount Constr. v. Timmis Enter., 2008 WY 122 (Wyo. 2008). “Wyo. Stat. Ann. § 17-16-1405 (LexisNexis 2007) states: (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: () Collecting its assets; (ii) Disposing…”
Trefren Constr. Co., a Wyoming Corp. v. V&R Constr., Llc, an Ohio Ltd. Liab. Co., & Cocca Dev., Ltd., an Ohio Ltd. P'ship, 2016 WY 121 (Wyo. 2016). “Wyoming Statute § 17-16-1405 states that a dissolved corporation technically continues in a corporate existence, however “may not carry on any business except that appropriate'to wind up and liquidate its business and affairs .”
Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999). “11A §§ 14.05-.07 (1997) (5 years); Va.Code Ann. §§ 13.”
Ridgerunner, LLC, a Wyoming Ltd. Liab. Co. & Sarah A. Carrelli & Cynthia D. Porter, Individually v. Richard Meisinger & Meisinger Investments, Inc., 2013 WY 31 (Wyo. 2013). “vol. 2012 and Cum. Supp. 2012-2013). Most states have adopted statutes that reverse the common law rule and, instead, allow the commencement of proceedings by or against a corporation in its corporate name, even if the corporation is dissolved.”
Marion Cnty. Auditor v. Sawmill Creek, LLC, 938 N.E.2d 778 (Ind. Ct. App. 2010). “Wyo. Stat. Ann. § 17-16-1405 (a). Sawmill Creek argues, and we agree, that filing the motion to set aside the tax deed would qualify as collecting assets.”
— Wyo. Stat. § 17-16-1405(b)(v) — 1 case
Ridgerunner, LLC v. Meisinger, 297 P.3d 110 (Wyo. 2013). “Most states have adopted statutes that reverse the common law rule and, instead, allow the commencement of proceedings by or against a corporation in its corporate name, even if the corporation is dissolved.”
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