Current through the 2024 legislative session
Section 17-16-202 - Articles of incorporation(a) The articles of incorporation shall set forth:(i) A corporate name for the corporation that satisfies the requirements of W.S. 17-16-401;(ii) The number of shares the corporation is authorized to issue, which may be unlimited if so stated;(iii) The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and(iv) The name and address of each incorporator.(b) The articles of incorporation may set forth:(i) The names and addresses of the individuals who are to serve as the initial directors;(ii) Provisions not inconsistent with law including:(A) The purpose or purposes for which the corporation is organized;(B) Managing the business and regulating the affairs of the corporation;(C) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;(D) A par value for authorized shares or classes of shares;(E) The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions.(iii) Any provision that under this act is required or permitted to be set forth in the bylaws;(iv) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:(A) The amount of financial benefit received by a director to which he is not entitled;(B) An intentional infliction of harm on the corporation or shareholders;(C) A violation of W.S. 17-16-833; or(D) An intentional violation of criminal law; and(v) A provision permitting or making obligatory indemnification of a director for liability (as defined in W.S. 17-16-850(a)(iii)) to any person for any action taken, or failure to take any action, as a director, except liability for: (A) Receipt of a financial benefit to which he is not entitled;(B) An intentional infliction of harm on the corporation or its shareholders;(C) A violation of W.S. 17-16-833; or(D) An intentional violation of criminal law.(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this act.(e) The articles of incorporation shall be accompanied by a written consent to appointment signed by the registered agent.