Wyoming Statutes

Wyo. Stat. § 17-16-1810 (2026)

Continuance of foreign corporations.

✓ current as of May 2026
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(a) Subject to subsection (b) of this section, any
corporation incorporated for any purpose except acting as an
insurer as defined in W.S. 26-1-102(a)(xvi), or acting as a
financial institution as described by W.S. 13-1-101(a)(ix) under
the laws of any jurisdiction other than this state may, if the
jurisdiction will acknowledge the corporation's termination of
domicile in the foreign jurisdiction, apply to the secretary of
state for registration under this act, thus continuing the
foreign corporation in Wyoming as if it had been incorporated in
this state. 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 subject to any limitations and conditions and may contain
any provisions 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 jurisdiction in which the corporation was
previously incorporated.

     (c) The articles of continuance filed by a foreign
corporation with the secretary of state shall contain:
          (i) A certified copy of its original articles of
incorporation and all amendments thereto or its equivalent basic
corporate charter or other authorization;

          (ii) The name of the corporation and the jurisdiction
under the laws of which it is incorporated;

          (iii) The date of incorporation and the period of
duration of the corporation;

          (iv)   The address of the principal office of the
corporation;

          (v) The address of the proposed registered office of
the corporation in this state and the name of its proposed
registered agent in this state at the address;

          (vi) The purpose or purposes of the corporation which
it proposes to pursue in the transaction of business in this
state;

          (vii) The names and respective business addresses of
the directors and officers of the corporation;

          (viii) A statement of the aggregate number of shares
or other ownership units which the corporation has authority to
issue, itemized by classes, par value of shares, shares without
par value and series, if any, within a class;

          (ix) A statement of the aggregate number of issued
shares or other ownership units itemized by classes, par value
of shares, shares without par value and series, if any, within a
class;

          (x) Such additional information concerning capital
structure or financial status as the secretary of state deems
necessary to establish fees;

          (xi) A statement that the corporation accepts the
constitution of this state in compliance with the requirements
of article 10, section 5 of the Wyoming constitution;

          (xii) Any additional information necessary or
appropriate to enable the secretary of state to determine
whether the corporation is entitled to a certificate of
registration evidencing its authority to transact business in
the state and to determine and to assess any fees and taxes
under the laws of this state;

          (xiii) Any additional information permitted in
articles of incorporation under W.S. 17-16-202.

     (d) The application shall be executed by the corporation
by its president or other officer, director, trustee, manager or
person performing functions equivalent to those of a president
and who is authorized to execute the application on behalf of
the corporation and shall be verified by the officer signing the
application.

     (e) The provisions of the articles of continuance may,
without expressly so stating, vary from the provisions of the
corporation's articles of incorporation or equivalent basic
corporate charter or other authorization, if the variation is
one which a corporation incorporated under the Wyoming Business
Corporation Act could effect by way of amendment to its articles
of incorporation. Upon issuance of a certificate of continuance
by the secretary of state, the articles of continuance shall be
deemed to be the articles of incorporation of the continued
corporation. The corporation may elect to incorporate by
reference in the articles of continuance its basic corporate
charter or other authorization which had been adopted by the
corporation in the foreign jurisdiction, in order to permit the
same to continue to act as the articles of incorporation of the
corporation, provided, however, that such basic corporate
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 corporation heretofore or
hereafter issued a certificate of continuation under this act
shall be deemed to have commenced on the date the corporation
commenced its existence in the jurisdiction in which the
corporation was first formed, incorporated or otherwise came
into being. The laws of Wyoming shall apply to a corporation
continuing under this act to the same extent as if the
corporation had been incorporated under the laws of Wyoming from
and after the issuance of a certificate of continuation under
this act by the secretary of state to the corporation. When a
foreign corporation is continued as a corporation under this
act, such continuance shall not affect the corporation's
ownership of its property or liability for any existing
obligations, causes of action, claims, pending or threatened
prosecutions or civil or administrative actions, convictions,
rulings, orders, judgments, or any other characteristics or
aspects of the corporation and its existence.

     (g) A share of stock of a foreign corporation issued
before the corporation's continuance in Wyoming is deemed to
have been issued in compliance with the Wyoming Business
Corporation Act and the provisions of the articles of
continuance, irrespective of whether the share is fully paid and
nonassessable, and irrespective of any designation, rights,
privileges, restrictions or conditions set out on or referred to
in the certificate representing the share, and irrespective of
whether the certificate is in registered or bearer form.
Continuance under this act does not deprive a stockholder of any
right or privilege that he claims under, or relieve the
stockholder of any liability in respect of, an issued share.

     (h) As used in this section, the term "corporation" shall
include any incorporated organization, foundation, trust,
association, or similar entity which appears to the secretary of
state to possess characteristics sufficiently similar to those
of a corporation organized under the Wyoming Business
Corporation Act.

     (j) This act applies to all corporations continued in
Wyoming on the effective date of this act. The repeal of any
statute or part thereof by this act shall have such effect as is
provided in W.S. 17-16-1703.
Notes of Decisions
Cited in 2 cases, 2020–2020 · leading case: (PS)Trinchitella v. Performance Realty Mgmt., LLC (E.D. Cal. 2020).
(PS)Trinchitella v. Performance Realty Mgmt., LLC (E.D. Cal. 2020). “See Wyo. Stat. § 17-16-1810(f) (a corporation’s domestication to Wyoming 9 “shall not affect the corporation’s ownership of its property or liability for any existing 10 obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative 11…”
Haney v. Bridge to Life, LTD., a Wyoming Corp. (N.D. Ill. 2020). “See Wyo. Stat. § 17-16-1810(f)–(g) (property of corporation and status of shareholders in foreign corporation that redomesticates to Wyoming unaffected by redomestication); Wyo.”
— Wyo. Stat. § 17-16-1810(f) — 2 cases
(PS)Trinchitella v. Performance Realty Mgmt., LLC (E.D. Cal. 2020). “See Wyo. Stat. § 17-16-1810(f) (a corporation’s domestication to Wyoming 9 “shall not affect the corporation’s ownership of its property or liability for any existing 10 obligations, causes of action, claims, pending or threatened prosecutions or civil or administrative 11…”
Haney v. Bridge to Life, LTD., a Wyoming Corp. (N.D. Ill. 2020). “See Wyo. Stat. § 17-16-1810(f)–(g) (property of corporation and status of shareholders in foreign corporation that redomesticates to Wyoming unaffected by redomestication); Wyo.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.