Business entities-electronic signatures.

WORKING DRAFT
2007
STATE OF
WYOMING
07LSO-0035

HOUSE BILL
NO.
HB0005

Business entities-electronic signatures.

Sponsored by:
Joint Corporations, Elections and Political Subdivisions Interim Committee

A BILL

for

AN ACT relating to business entities; providing for manual, facsimile, conformed or electronic signatures on documents and filings; providing conforming amendments; providing definitions; providing penalties; and providing for an effective date.

Be It Enacted by the Legislature of the State of
Wyoming
:

Section 1.
W.S. 17
‑
11
‑
102(a) by creating a new paragraph (vii), 17
‑
14
‑
202(a) by
creating a new
paragraph
(xiv) and by
renumbering (xiv)
as (xv)
, 17
‑
15
‑
102(a) by creating a new paragraph (viii), 17
‑
15
‑
107(c), 17
‑
16
‑
120(g)(intro), 17
‑
16
‑
127, 17
‑
16
‑
140(a) by
creating a new paragraph (xxix) and by
renumbering (xxix)
as (xxx)
, 17
‑
16
‑
141(e)(iii), 17
‑
16
‑
202(d), 17
‑
16
‑
205(b), 17
‑
16
‑
402(b), 17
‑
16
‑
503(a), 17
‑
16
‑
504(b)(ii), 17
‑
16
‑
625(d)(i)
and
(e), 17
‑
16
‑
702(a)(ii), 17
‑
16
‑
704(a), 17
‑
16
‑
706(a), 17
‑
16
‑
821(a), 17
‑
16
‑
823(a), 17
‑
16
‑
1510(c)(ii), 17
‑
16
‑
1630(a), 17
‑
19
‑
120(g)
(intro)
, 17
‑
19
‑
127, 17
‑
19
‑
140(a) by
creating a new paragraph (xxxvii) and by
renumbering (xxxvii)
as (xxxviii)
, 17
‑
19
‑
202(e), 17
‑
19
‑
205(b), 17
‑
19
‑
402(b), 17
‑
19
‑
503(a), 17
‑
19
‑
504(b)(ii), 17
‑
19
‑
704(a), 17
‑
19
‑
706(a), 17
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19
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807(a), 17
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19
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1510(c)(ii), 17
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19
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1630(c), 17
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21
‑
101(a) by creating a new paragraph (xv), 17
‑
21
‑
1101(b), 17
‑
23
‑
102(a) by creating a new paragraph (vii), 17
‑
23
‑
115(a)(v), 17
‑
23
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116(a)(intro), 17
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23
‑
119(b) and 17
‑
27
‑
101 by creating a new subsection (c) are amended to read:

17
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11
‑
102.

Definitions.

(a)

As used in this act, unless a different meaning is required by the context, the following words and phrases have the following meanings:

(vii)

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

17
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14
‑
202.

Definitions.

(a)

As used in this act, unless the context otherwise requires:

(xiv)

"
Sign" or "signature" includes any manual, facsimile, conformed or electronic signature
;

(xiv)
(xv)

"This act" means W.S. 17
‑
14
‑
201 through 17
‑
14
‑
1104.

17
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15
‑
102.

Definitions.

(a)

As used in this act:

(viii)

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

17
‑
15
‑
107.

Articles of organization.

(c)

The articles of organization shall be accompanied by a written consent to appointment
manually
signed by the registered agent.

17
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16
‑
120.

Filing requirements.

(g)

The person executing the document shall sign it
manually
and shall state beneath or opposite his signature his name and the capacity in which he signs. The document may but need not contain:

17
‑
16
‑
127.

Evidentiary effect of copy of filed document.

A certificate attached to a copy of a document filed by the secretary of state, bearing his signature
(which may be in facsimile)
and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

17
‑
16
‑
140.

Definitions.

(a)

In this act:

(xxix)

"
Sign" or "signature" includes any manual, facsimile, conformed or electronic signature
;

(xxix)
(xxx)

"This act" means W.S. 17
‑
16
‑
101 through 17
‑
16
‑
1803.

17
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16
‑
141.

Notice.

(e)

Except as provided in subsection (c) of this section, written notice, if in a comprehensible form, is effective at the earliest of the following:

(iii)

On the date shown on the return receipt, if sent by registered or certified mail, or comparable private carrier, return receipt requested, and the receipt is signed
, either manually or in facsimile,
by or on behalf of the addressee.

17
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16
‑
202.

Articles of incorporation.

(d)

The articles of incorporation shall be accompanied by a written consent to appointment
manually
signed by the registered agent.

17
‑
16
‑
205.

Organization of corporation.

(b)

Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed
, either manually or in facsimile,
by each incorporator.

17
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16
‑
402.

Reserved name.

(b)

The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a
manually
signed notice of the transfer that states the name and address of the transferee.

17
‑
16
‑
503.

Resignation of registered agent.

(a)

A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the
manually
signed original and two (2) exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

17
‑
16
‑
504.

Service on corporation.

(b)

If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:

(ii)

The date shown on the return receipt, if signed
, either manually or in facsimile,
on behalf of the corporation; or

17
‑
16
‑
625.

Form and content of certificates.

(d)

Each share certificate:

(i)

Shall be signed
, either manually or in facsimile,
by two (2) officers designated in the bylaws or by the board of directors; and

(e)

If the person who signed
, either manually or in facsimile,
a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

17
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16
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702.

Special meeting.

(a)

A corporation shall hold a special meeting of shareholders:

(ii)

If the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign,
either manually or in facsimile,
date, and deliver to the corporation one (1) or more written demands for the meeting describing the purpose or purposes for which it is to be held, provided that the articles of incorporation may fix a lower percentage or a higher percentage not exceeding twenty-five percent (25%) of all the votes entitled to be cast on any issue proposed to be considered. Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing to that effect received by the corporation prior to the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.

17
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16
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704.

Action without meeting.

(a)

Action required or permitted by this act to be taken at a shareholders' meeting may be taken without a meeting if notice of the proposed action is given to all voting shareholders and the action is taken by the holders of all shares entitled to vote on the action. The action shall be evidenced by one (1) or more written consents bearing the date of signature and describing the action taken, signed
, either manually, by electronic transmittal or in facsimile,
by the holders of the requisite number of shares entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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16
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706.

Waiver of notice.

(a)

A shareholder may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed
, either manually or in facsimile,
or shall be sent by electronic transmission by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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16
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821.

Action without meeting.

(a)

Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one (1) or more written consents describing the action taken, signed
, either manually or in facsimile,
by each director, or shall be sent by electronic transmission by each director, and shall be included in the minutes or filed with the corporate records reflecting the action taken.

17
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16
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823.

Waiver of notice.

(a)

A director may waive any notice required by this act, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b) of this section, the waiver shall be in writing, signed
, either manually or in facsimile,
by the director entitled to the notice, and filed with the minutes or corporate records.

17
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16
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1510.

Service on foreign corporation.

(c)

Service is perfected under subsection (b) of this section at the earliest of:

(ii)

The date shown on the return receipt, if signed
, either manually or in facsimile,
on behalf of the foreign corporation; or

17
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16
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1630.

Filing of reports and payment of tax required; amount of tax; exemptions; records.

(a)

Every corporation organized under the laws of this state and every foreign corporation which obtains the right to transact and carry on business within this state (except banks, insurance companies and savings and loan associations) shall file with the secretary of state on or before the first day of the month of registration of every year a certification,
signed
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 names and addresses of its officers and directors and the address of its principal office. On or before the first day of the month of registration of every year the corporation shall pay to the secretary of state in addition to all other statutory taxes and fees a license tax based upon the sum of its capital, property and assets reported, of fifty dollars ($50.00) or two-tenths of one mill on the dollar ($.0002), whichever is greater.

17
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19
‑
120.

Filing requirements.

(g)

The person executing a document shall sign it
manually
and shall state beneath or opposite the signature his name and the capacity in which he signs. The document may, but need not, contain:

17
‑
19
‑
127.

Evidentiary effect of copy of filed document.

A certificate attached to a copy of a document filed by the secretary of state, bearing his signature
(which may be in facsimile)
and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.

17
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19
‑
140.

General definitions.

(a)

As used in this act:

(xxxvii)

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature
;

(xxxvii)
(xxxviii)

"This act" means W.S. 17
‑
19
‑
101 through 17
‑
19
‑
1807.

17
‑
19
‑
202.

Articles of incorporation.

(e)

The articles of incorporation shall be accompanied by a written consent to appointment
manually
signed by the registered agent.

17
‑
19
‑
205.

Organization of corporation.

(b)

Action required or permitted by this act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one (1) or more written consents describing the action taken and signed
either manually or in facsimile
by each incorporator.

17
‑
19
‑
402.

Reserved name.

(b)

The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a
manually
signed notice of the transfer that states the name and address of the transferee.

17
‑
19
‑
503.

Resignation of registered agent.

(a)

A registered agent may resign his agency appointment by signing and delivering to the secretary of state for filing the
manually
signed original and two (2) exact or conformed copies of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

17
‑
19
‑
504.

Service on corporation.

(b)

If a corporation has no registered agent, or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the secretary of the corporation at its principal office. Service is perfected under this subsection at the earliest of:

(ii)

The date shown on the return receipt, if signed
, either manually or in facsimile,
on behalf of the corporation; or

17
‑
19
‑
704.

Action by written consent.

(a)

Unless limited or prohibited by the articles or bylaws, action required or permitted by this act to be taken at a members' meeting may be taken without a meeting if notice of the proposed action is given to all voting members and the action is approved by ninety percent (90%) of the members entitled to vote on the action. The action shall be evidenced by one (1) or more written consents describing the action approved, signed
either manually or in facsimile,
by the requisite number of members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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19
‑
706.

Waiver of notice.

(a)

A member may waive any notice required by this act, the articles, or bylaws before or after the date and time stated in the notice. The waiver shall be in writing, be signed
manually or in facsimile
by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

17
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19
‑
807.

Resignation of directors.

(a)

A director may resign at any time by delivering written notice, signed
either manually or in facsimile,
to the board of directors, its presiding officer or to the president or secretary.

17
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19
‑
1510.

Service on foreign corporation.

(c)

Service is perfected under subsection (b) of this section at the earliest of:

(ii)

The date shown on the return receipt, if signed
either manually or in facsimile
on behalf of the foreign corporation; or

17
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19
‑
1630.

Filing of reports.

(c)

A director or officer of the corporation shall
execute
sign
the annual report under penalty of perjury.

17
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21
‑
101.

Definitions.

(a)

In this chapter:

(xv)

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

17
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21
‑
1101.

Registered limited liability partnerships.

(b)

The statement of registration shall be executed by one (1) or more partners authorized to execute a statement of registration. The statement of registration shall be accompanied by a written consent to appointment
manually
signed by the registered agent.

17
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23
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102.

Definitions.

(a)

As used in this chapter:

(vii)

"Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

17
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23
‑
115.

Execution of certificate.

(a)

Each certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner:

(v)

The certificate of trust shall be accompanied by a written consent to appointment
manually
signed by the registered agent.

17
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23
‑
116.

Filing of certificate; effective date; fee; organization.

(a)

The original signed copy together with a duplicate copy
, which may be either a signed or conformed copy,
of the certificate of trust and any certificates of amendment or cancellation or any certificate of merger or consolidation shall be delivered to the secretary of state. Unless the secretary of state finds that any certificate does not conform to law, upon receipt of all filing fees required he shall:

17
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23
‑
119.

Reserved name.

(b)

The owner of a reserved statutory trust name may transfer the reservation to another person by delivering to the secretary of state a
manually
signed notice of the transfer that states the name and address of the transferee.

CHAPTER 27
ELECTRONIC FILING

17
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27
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101.

Electronic filing of annual reports authorized; electronic signatures; rules; penalty.

(c)

Any authorized person electronically signing a document on behalf of an entity under this title which he knows, or should have known, is false in any material respect, is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000.00), imprisonment for not more than six (6) months, or both.

Section 2.
This act is effective July 1, 2007.

(END)

1
HB0005