Wyoming Statutes

Wyo. Stat. § 17-16-833 (2026)

Director's liability for unlawful

✓ current as of May 2026

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distributions.

     (a) A director who votes for or assents to a distribution
in excess of what may be authorized and made pursuant to W.S.
17-16-640 or 17-16-1409(a) is personally liable to the
corporation for the amount of the distribution that exceeds what
could have been distributed without violating W.S. 17-16-640 or
17-16-1409(a) if the party asserting liability establishes that
when taking the action the director did not comply with W.S.
17-16-830.

     (b) A director held liable under subsection (a) of this
section for an unlawful distribution is entitled to:

          (i) Contribution from every other director who could
be held liable under subsection (a) of this section for the
unlawful distribution; and

          (ii) Recoupment from each shareholder of the pro-rata
portion of the amount of the unlawful distribution the
shareholder accepted knowing the distribution was made in
violation of W.S. 17-16-640 or 17-16-1409(a).

    (c)   A proceeding to enforce:

          (i) The liability of a director under subsection (a)
of this section is barred unless it is commenced within two (2)
years after the date:

               (A) On which the effect of the distribution was
measured under W.S. 17-16-640(e) or (g);

               (B) As of which the violation of W.S.
17-16-640(a) occurred as the consequence of disregard of a
restriction in the articles of incorporation; or

               (C) On which the distribution of assets to
shareholders under W.S. 17-16-1409(a) was made.

          (ii) Contribution or recoupment under subsection (b)
of this section is barred unless it is commenced within one (1)
year after the liability of the claimant has been finally
adjudicated under subsection (a) of this section.

                            D. Officers

Notes of Decisions

Cited in 1 case, 2012–2012 · leading case: United States v. Phoenix Fuel Corp., 904 F. Supp. 2d 1206 (D. Wyo. 2012).

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United States v. Phoenix Fuel Corp., 904 F. Supp. 2d 1206 (D. Wyo. 2012). · cites it 8× “Little’s Liability Under Wyo. Stat. Ann. § 17-16-833 (a) The United States next argues it is entitled to summary judgment because Charles Little voted for an improper distribution and is therefore responsible for the tax liabilities of PFC as a matter of law.”

— Wyo. Stat. § 17-16-833(a) — 1 case

United States v. Phoenix Fuel Corp., 904 F. Supp. 2d 1206 (D. Wyo. 2012). “Little’s Liability Under Wyo. Stat. Ann. § 17-16-833 (a) The United States next argues it is entitled to summary judgment because Charles Little voted for an improper distribution and is therefore responsible for the tax liabilities of PFC as a matter of law.”

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