Wyoming Statutes

Wyo. Stat. § 17-19-1430 (2026)

Grounds for judicial dissolution.

✓ current as of May 2026
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(a)   The district court may dissolve a corporation:

          (i) In a proceeding by the attorney general if it is
established that:

               (A) The corporation obtained its articles of
incorporation through fraud;

               (B) The corporation has continued to exceed or
abuse the authority conferred upon it by law;

               (C) The corporation is a public benefit
corporation and the corporate assets are being misapplied or
wasted; or

               (D) The corporation is a public benefit
corporation and is no longer able to carry out its purposes.

          (ii) Except as provided in the articles or bylaws of
a religious corporation, in a proceeding by fifty (50) members
or members holding five percent (5%) of the voting power,
whichever is less, or by a director or any person specified in
the articles, if it is established that:

               (A) The directors are deadlocked in the
management of the corporate affairs, and the members, if any,
are unable to break the deadlock;

               (B) The directors or those in control of the
corporation have acted, are acting or will act in a manner that
is illegal, oppressive or fraudulent;

               (C) The members are deadlocked in voting power
and have failed, for a period that includes at least two (2)
consecutive annual meeting dates, to elect successors to
directors whose terms have, or would otherwise have, expired;

              (D)    The corporate assets are being misapplied or
wasted; or
               (E) The corporation is a public benefit or
religious corporation and is no longer able to carry out its
purposes.

          (iii) In a proceeding by a creditor if it is
established that:

               (A) The creditor's claim has been reduced to
judgment, the execution on the judgment returned unsatisfied and
the corporation is insolvent; or

               (B) The corporation has admitted in writing that
the creditor's claim is due and owing and the corporation is
insolvent.

          (iv) In a proceeding by the corporation to have its
voluntary dissolution continued under court supervision.

     (b) Prior to dissolving a corporation, the court shall
consider whether:

         (i)   There are reasonable alternatives to dissolution;

          (ii) Dissolution is in the public interest, if the
corporation is a public benefit corporation; and

          (iii) Dissolution is the best way of protecting the
interests of members, if the corporation is a mutual benefit
corporation.
Notes of Decisions
Cited in 1 case, 2018–2018 · leading case: Sullivan v. Pike & Susan Sullivan Found., 412 P.3d 306 (Wyo. 2018).
Sullivan v. Pike & Susan Sullivan Found., 412 P.3d 306 (Wyo. 2018). · cites it 7× “She claimed the Foundation should be dissolved pursuant to Wyo. Stat. Ann. § 17-19-1430 (a)(ii)(A) (LexisNexis 2017) because the board was deadlocked in management of the Foundation.”
— Wyo. Stat. § 17-19-1430(a)(ii)(A) — 1 case
Sullivan v. Pike & Susan Sullivan Found., 412 P.3d 306 (Wyo. 2018). “She claimed the Foundation should be dissolved pursuant to Wyo. Stat. Ann. § 17-19-1430 (a)(ii)(A) (LexisNexis 2017) because the board was deadlocked in management of the Foundation.”
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