Electronic corporate records.

ORIGINAL
House
ENGROSSED
Bill No
.
HB0101

ENROLLED ACT NO. 22,

HOUSE OF REPRESENTATIVES

SIXTY-FOURTH LEGISLATURE OF THE STATE OF WYOMING
2018 Budget Session

AN ACT relating to the Wyoming Business Corporations Act; authorizing corporations to use electronic networks or databases for the creation or maintenance of corporate records; authorizing the use of a data address to identify a corporation's shareholder; authorizing corporations to accept shareholder votes if signed by a network signature that corresponds to a data address; specifying requirements for use of electronic networks or databases; requiring the secretary of state to review its rules for consistency with this act; and providing for an effective date.

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

Section 1
.

W.S. 17
‑
16
‑
140(a)(ix), (xxxvii), (xxxix), by creating new paragraphs (xlvi) through (xlix) and by
amending and
renumbering (xlvi) as (l), 17
‑
16
‑
141(c)
(i), by creating a new paragraph (ii) and by amending and renumbering (ii) as (iii)
, 17
‑
16
‑
142(a)
(ii), (iii) and by creating a new paragraph (iv)
, 17
‑
16
‑
626(b), 17
‑
16
‑
720(a), 17
‑
16
‑
724(a) and (b), 17
‑
16
‑
730(a) and
17
‑
16
‑
1601(c) and (d)

are amended to read:

17
‑
16
‑
140
.

Definitions.

(a)

In this act:

(ix)

"
Electronic transmission
"
or
"
transmitted electronically
"
means any process of communication

that
does
not directly
involving

involve
the physical transfer of paper
,
including
a process of communication
that uses
one (1) or more distributed or other electronic networks or databases
,
and
that is suitable for the retention, retrieval and reproduction of information by the recipient;

(xxxvii)

"
Shareholder
"
means the person in whose name shares are registered in the records of a corporation
,

or
the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation

or the
owner of
a
private key
that is uniquely associated with a

data
address
that facilit
ates or records
the sending and receiving of shares
;

(xxxix)

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

or

a network signature
;

(xlvi)

"
Identity
"
means the name of a shareholder or
the

data
address
for which

the

shareholder has knowledge or possession of
the
private key
uniquely associated with the
data
address
;

(xlvii)

"
Data
address
"
means the string of alphanumeric characters on one (1) or more
distributed

or other
electronic network
s
or database
s

that
may only be accessed by
knowledge or possession of
a
private key
in order to
facilitate
or record

transaction
s
on the distributed
or other
electronic network or database;

(xlviii)

"
Network signature
"
means a string of alphanumeric characters
that
when broadcast
ed by a shareholder
to the
data

address
'
s
corresponding
distributed or other
electronic network or database provides reasonable assurance
s to a corporation
that the shareholder has knowledge or possession of the private key
uniquely
associated with
the

data
address;

(xlix)

"
Record of shareholders
"
means one (1) or more records administered by or on behalf of
a
corporation
that records
the identity of
all
the corporation
'
s
shareholders
and the number
and class
of shares
held by e
ach
shareholder
in accordance with W.S. 17
‑
16
‑
1601.
"
Record of shareholders
"

includes
a record of all issuances and transfers of
shares
of
a
corporation at the discretion of the corporation;

(xlvi)
(l)

"
This act
"
means W.S. 17
‑
16
‑
101 through
17
‑
16
‑
1820

17
‑
16
‑
1810
.

17
‑
16
‑
141
.

Notice.

(c)

Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective:

(i)

Upon deposit in the United States mail, if mailed postpaid and correctly addressed to the shareholder
'
s address shown in the corporation
'
s current record of
the
shareholders;
or

(ii)

When
an
electronic transmission has been made to a
data
address provided by
the
shareholder; or

(ii)
(iii)

When electronically transmitted to the shareholder in a manner
otherwise

authorized by the shareholder.

17
‑
16
‑
142
.

Number of shareholders.

(a)

For purposes of this act, the following identified as a shareholder in a corporation
'
s current record of shareholders constitutes one (1) shareholder:

(ii)

A corporation, partnership, trust, estate, or other entity;
or

(iii)

The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account
;
.

or

(iv)

One (1)
data
address.

17
‑
16
‑
626
.

Shares without certificates.

(b)

Within a reasonable time after the issue

or transfer of shares without certificates, the corporation shall
send

give
the shareholder a written statement of the information required on certificates by W.S. 17
‑
16
‑
625(b) and (c), and, if applicable, W.S. 17
‑
16
‑
627.

17
‑
16
‑
720
.

Shareholders
'
list for meeting.

(a)

After fixing a record date for a meeting, a corporation shall prepare an alphabetical
or numerical

list of the
names

identities
of all its shareholders who are entitled to notice of a shareholders
'
meeting. The list shall be arranged by voting group, and within each voting group by class or series of shares, and show the

address of and

n
umber of
shares held by each shareholder
.

The list shall also show each
shareholder
'
s physical mailing address, if
the identity of
a
shareholder on th
e
list con
sists of the shareholder
'
s name
, and each shareholder
'
s authorized means of receipt for electronic transmissions, i
f the identity of
a
shareholder on th
e
list consists of the shareholder
'
s
data
address.

17
‑
16
‑
724
.

Corporation
'
s acceptance of votes.

(a)

If the name

or network signature
signed on a vote, consent, waiver, or proxy appointment corresponds to
the name
or
data
address

of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.

(b)

If the name

or network signature
signed on a vote, consent, waiver, or proxy appointment does not correspond to the name

or
data
address
of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:

(i)

The shareholder is an entity and the name

or network signature
signed purports to be that of an officer or agent of the entity;

(ii)

The name

or network signature
signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(iii)

The name
or network signature

signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;

(iv)

The name

or network signature
signed purports to be that of a pledgee, beneficial owner, or attorney
‑
in
‑
fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the
signatory
'
s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(v)

Two (2) or more persons are the shareholder as cotenants or fiduciaries and the name

or network signature
signed purports to be the name

or
data
address
of at least one (1) of the coowners and the person signing appears to be acting on behalf of all the coowners.

17
‑
16
‑
730
.

Voting trusts.

(a)

One (1) or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the
names and addresses

identities
of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust
.
, and deliver

The list shall also show each shareholder
'
s physical mailing address, if the identity of a shareholder on the list consists of the shareholder
'
s name, and each shareholder
'
s authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder
'
s
data
address. C
opies of the list and agreement
shall be delivered

to the corporation
'
s principal office.

17
‑
16
‑
1601
.

Corporate records.

(c)

A
record of shareholders administered by or on behalf of a

corporation
or its agent
shall
maintain a record of its shareholders
,
be kept
in a form that permits
preparation of a list of the
names and addresses

identities
of all shareholders, in alphabetical

or numerical
order by class of shares showing the number and class of shares held by each.

The list shall also show each shareholder
'
s physical mailing address, if the identity of a shareholder on the list consists of the shareholder
'
s name, and each shareholder
'
s authorized means of receipt for electronic transmissions, if the identity of a shareholder on the list consists of the shareholder
'
s
data
address.

A record of shareholders may
show
both the shareholder
'
s name and
data
address.

(d)

R
ecords administered by or on behalf of
, or maintained by,
a

corporation
shall maintain its

may be kept on, or by means of, or be in the form of any information storage device
or
method or
any
one (1) or more
distributed or other
electronic networks or databases provided that the
records
are kept

in written form or in another form capable of conversion into written form within a reasonable time.

Section 2
.

The
secretary of state shall
review its
rules
for consistency with
this
act
.

Section
3
.

This act is effective immediately upon completion of all acts necessary for a bill to become law as provided by Article 4, Section 8 of the Wyoming Constitution.

(END)

Speaker of the House

President of the Senate

Governor

TIME APPROVED: _________

DATE APPROVED: _________

I hereby certify that this act originated in the
House
.

Chief Clerk

1