CHAPTER I

General Provisions

Section 1. Authority. The Secretary of State, pursuant to W.S. 17-16-122 and W.S. 17-16-130, is authorized to promulgate rules and regulations to implement the Wyoming Business Corporation Act and to set the filing fees under the Act.

Section 2. Purpose. These rules are adopted to promote the uniform administration of the 1989 Wyoming Business Corporation Act.

Section 3. Definitions.

(a) “Authorized” is defined as being officially registered with the Secretary of State.

(b) "Deceptively Similar" means a proposed business name, trademark or service mark which is similar in appearance to, similar in sound to, or most pertinent words are the same as, an authorized trademark or service mark.

(c) “Distinguishable upon the records” is defined in W.S. 17-16-401(f).

(d) “Duplicating charges” are set in W.S. 9-1-305 and all duplicating charges which are left to the discretion of the Secretary of State are, by these rules, set at that same rate. Charges for electronic data are established by the Secretary of State based on the type of electronic transfer requested.

(e) “Five days” means five (5) business days.

 (f) “Sixty days” means sixty (60) calendar days.

(g)“Ten days” means ten (10) business days.

 (h)“Twenty days” means twenty (20) calendar days.

 (i) Written notice” means delivery by standard United States mail unless otherwise noted in the same statute or rules.  The Secretary of State may send notice by a more expedited or secure method such as priority mail, certified mail or express delivery

service.

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Section 4. Filing Requirements.

(a) Documents shall contain the information required by the Wyoming Business Corporation Act W.S. 17-16-101 through 17-16-1803.

(b) Domestic and foreign corporations shall be in good standing before amendments, dissolutions, mergers, withdrawals, and transfers can be filed by the Secretary of State.

(c) The secretary of state may revoke the filing of a document if the fee for the document was paid by an instrument or credit card payment that was dishonored when presented by the state for payment and the corporation fails to pay the fee, plus any additional processing charge authorized by law within ten (10) days of notice.

Section 5. Fees Not Established in W.S. 17-16-101 through 17-16-1803.

(a) Any filing other than an initial filing, or annual report filing tax or as set forth

 in (b) below.                                                                                                              $50.00

            (b) Certificate of Existence or Evidence                                                         $10.00

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CHAPTER I

General Provisions

Section 1. Authority. The Secretary of State, pursuant to W.S. 17-16-122 and W.S. 17-16-130, is authorized to promulgate rules and regulations to implement the Wyoming Business Corporation Act and to set the filing fees under the Act.

Section 2. Purpose. These rules are adopted to promote the uniform administration of the 1989 Wyoming Business Corporation Act.

Section 3. Definitions.

(a) “Authorized” is defined as being officially registered with the Secretary of State.

(b) "Deceptively Similar" means a proposed business name, trademark or service mark which is similar in appearance to, similar in sound to, or most pertinent words are the same as, an authorized trademark or service mark.

(c) “Distinguishable upon the records” is defined in W.S. 17-16-401(f).

(d) “Duplicating charges” are set in W.S. 9-1-305 and all duplicating charges which are left to the discretion of the Secretary of State are, by these rules, set at that same rate. Charges for electronic data are established by the Secretary of State based on the type of electronic transfer requested.

(e) “Five days” means five (5) business days.

(f) “Net actual value of assets” is defined as the total assets (the cost basis or certified fair market value by auditor) less liabilities (not including contingent liabilities).

(g) “Review level engagement” is defined as a procedure which complies with the American Institute of Certified Public Accountants professional standards. Footnotes to financial statements must disclose all known commitments as of the date of the financial statements that are material to the financial statements, including construction commitments.

(h) (f) “Sixty days” means sixty (60) calendar days.

(i) (g) “Ten days” means ten (10) business days.

(j) (h) “Twenty days” means twenty (20) calendar days.

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(k) (i) “Written notice” means delivery by standard United States mail unless otherwise noted in the statute or rules. The Secretary of State may send notice by

a more expedited or secure method such as priority mail, certified mail or express delivery service.

Section 4. Filing Requirements.

(a) Documents shall contain the information required by the Wyoming Business Corporation Act W.S. 17-16-101 through 17-16-1803.

(b) Domestic and foreign corporations shall be in good standing before amendments, dissolutions, mergers, withdrawals, and transfers can be filed by the Secretary of State.

(c) The secretary of state may revoke the filing of a document if the fee for the document was paid by an instrument or credit card payment that was dishonored when presented by the state for payment and the corporation fails to pay the fee, plus any additional processing charge authorized by law within ten (10) days of notice.

Section 5. Fees Not Established in W.S. 17-16-101 through 17-16-1803.

(b) Any filing other than an initial filing, or annual report filing tax or as set forth

 in (b) below.                                                                                                              $50.00

            (b) Certificate of Existence or Evidence                                                         $10.00

eport filing tax or as set forth in (b) below $50.00

(b) Certificate of Existence or Evidence $10.00

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CHAPTER 7

Transfer of a Wyoming Corporation to Another

Jurisdiction

Section 1. General Provisions.

(a)A transferring corporation may be required to maintain a $50,000.00 account with a Wyoming financial institution or any broker-dealer which is registered with the Secretary of State and whose office or branch office and accounts are physically located in Wyoming for a period of 6 months after transferring to another jurisdiction. If the Secretary of State does require an account, the transferring corporation

shall provide the Secretary of State with adequate and reasonable documentation of the account with continuing documentation that the account has not been withdrawn in whole or in part. In lieu of the $50,000.00 account, the transferring corporation, if required, may purchase a $50,000.00 surety bond fora six month term. In order to determine whether an account or bond is required, the Secretary of State

shall demand a transferring corporation to submit the following information:

(i) A brief history of the corporation’s litigation during the last ten years;

(ii) A brief description of the type, location, and tenure of the business;

(iii) A statement that all United States employees, United States suppliers, and United States

creditors have been paid;

(iv) The number of United States employees and locations;

(v) A statement of any legal actions which have been instituted by or against the corporation

and which are pending;

(vi) A statement that litigation is neither threatened nor probable.

(a) A transferring corporation’s status shall be “active” and the standing “good” prior to transferring to another jurisdiction.

(b)The applicant shall provide a copy of the corporate resolution authorizing the transfer from the state of Wyoming to the new jurisdiction.

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(a) (c) The applicant shall provide a certified copy of the law or a legal opinion from the state or nation to which the corporation is transferring stating that such new jurisdiction authorizes the continuance of a corporation under its laws.

(d) A transferring corporation shall provide an audited financial statement certified by an independent certified public accountant located in the United States who used generally accepted accounting principles in its preparation unless permission is received from the Secretary of State to submit a review level engagement to be considered in lieu of the audited financial statement.

(e) For the protection of creditors and minority stockholders, public notice of the application for transfer shall be required by the Secretary of State. The corporation shall publish a notice of the application for transfer once each week for two consecutive weeks in a newspaper which has statewide circulation or a newspaper in the county in which the principal office of the corporation is located.

(f) An international bank guarantee for payment of the special toll charge is satisfactory assurance to the Secretary of State that the payment of the charge will be made and the certificate of transfer may be issued. No other guarantee is satisfactory. The toll charge must be paid prior to release of the certificate.

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CHAPTER 7

Transfer of a Wyoming Corporation to Another

Jurisdiction

Section 1. General Provisions.

(a) A transferring corporation’s status shall be “active” and the standing “good” prior to transferring to another jurisdiction.

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