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Wyoming Agreement of Shareholders of a Close Corporation with Management by Shareholders

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US-0178BG
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A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting).

The Wyoming Agreement of Shareholders of a Close Corporation with Management by Shareholders is a legal document that outlines the rights, responsibilities, and obligations of shareholders in a close corporation based in Wyoming. This agreement is designed specifically for corporations where shareholder management is preferred, allowing shareholders to actively participate in the decision-making processes and day-to-day operations of the company. Keywords: Wyoming, Agreement of Shareholders, Close Corporation, Management by Shareholders Types of Wyoming Agreement of Shareholders of a Close Corporation with Management by Shareholders: 1. General Agreement of Shareholders: This type of agreement serves as a comprehensive document that covers various aspects of shareholder management, including roles and responsibilities, voting rights, dividend distribution, and procedures for decision-making. It ensures clarity and transparency in the operations of a close corporation. 2. Board of Directors Agreement: This agreement focuses on the formation and functioning of the board of directors within a close corporation with shareholder management. It outlines the selection criteria, term limits, decision-making processes, board meetings, and any additional obligations of the directors. 3. Shareholder Voting Agreement: This type of agreement specifically addresses the voting rights of shareholders in a close corporation with management by shareholders. It defines how voting occurs, the required majority for decision-making, and any special provisions related to voting rights. 4. Buy-Sell Agreement: A Buy-Sell Agreement is designed to facilitate the smooth transfer of ownership interests within a close corporation. It outlines the terms and conditions under which shareholders can sell their shares, including valuation methods, rights of first refusal, restrictions on share transfers, and dispute resolution processes. 5. Compensation Agreement: This agreement focuses on the compensation and compensation-related policies of shareholders who actively manage the close corporation. It determines how the management shareholders will be remunerated, including salary structures, profit sharing, and any additional benefits or incentives. 6. Succession Agreement: In the event of a shareholder's retirement, disability, or death, a Succession Agreement outlines the procedures for transferring their shares and appointing a successor. It ensures a smooth transition of ownership and management within the close corporation. It is important for shareholders of a close corporation in Wyoming to carefully consider their unique needs and objectives when drafting an Agreement of Shareholders with Management by Shareholders. Consulting with legal professionals well-versed in Wyoming state laws is highly recommended ensuring the agreement accurately reflects the intentions of the shareholders and complies with all applicable legal requirements.

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Wyoming Sunshine Law The Wyoming Sunshine Lawis a series of laws designed to guarantee that the public has access to public records of government bodies at all levels.

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 the requisite number of members of the board.

Wyoming shareholders have the right to inspect and corporate books and records, including: minutes of both shareholder and director meetings, accounting records, list of shareholders, by-laws, and articles of incorporation.

17-16-401. Corporate name. (c) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b) of this section.

Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

Wyoming laws on close corps allow small corporations to forego many traditional corporate formalities, while still enjoying the benefits. A departure from regular business corporations, Close Corporations do not require a board of directors, this means ongoing operations generate less paperwork.

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 the requisite number of members of the board.

(a) When traffic-control signals are not in place or not in operation, the driver of a vehicle shall yield the right-of-way by slowing down or stopping if need be to yield, to any pedestrian within or entering a crosswalk at either edge of the roadway.

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Abbreviated governance: Shareholders may agree (in writing) to treat the corporation as a partnership, operate without a board, dispense with annual meetings, ... (a) All the shareholders of a statutory close corporation may agree in writing to regulate the exercise of the corporate powers and the management of the ...A corporation having thirty-five (35) or fewer shareholders may become a statutory close corporation. This business structure may appeal to family owned. (b) This act shall require or permit filing the document in the office of the secretary of state. (c) The document shall contain the information required by. by JB Gilpin · 1990 — "statutory close corporation" shareholders to enter into agreements regulating the exercise of corporate powers, and the management of corporate business ... by H Gelb · 1981 · Cited by 3 — In the traditional corporate governmental structure embodied in statutes, shareholders elect directors, directors are responsible for management and elect ... The Wyoming Close Corporation Law allows small corporations ... shareholders may buy out a deceased shareholder's interest according to shareholder agreements. A Corporation is a separate legal entity and is created by the filing of Articles of Incorporation with the Wyoming Secretary of State. The owners of the ... Shareholders can run the corporation, by way of a shareholder agreement, which is similar to an LLC or a partnership operating agreement. Shareholders can ... Enter the income and deductions of the corporation according to the instructions for lines 1 through 10 and. 12 through 29. Ownership interest in a Financial As ...

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Wyoming Agreement of Shareholders of a Close Corporation with Management by Shareholders