Wyoming Statutes Title 17. Corporations, Partnerships and Associations § 17-17-114. Compulsory purchase of shares after death of shareholder

(a) This section, and W.S. 17-17-115 through 17-17-117, apply to a statutory close corporation only if so provided in its articles of incorporation. If these sections apply, the personal representative of the estate or the surviving joint tenant of a deceased shareholder may require the corporation to purchase or cause to be purchased all, but not less than all, of the decedent's shares or jointly owned shares or to be dissolved.

(b) The provisions of W.S. 17-17-115 through 17-17-117 may be modified only if the modification is set forth or referred to in the articles of incorporation.

(c) An amendment to the articles of incorporation to provide for application of W.S. 17-17-115 through 17-17-117, or to modify or delete the provisions of these sections, must be approved by the holders of at least two-thirds ( 2/3 ) of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not otherwise entitled to vote on amendments. If the corporation has no shareholders when the amendment is proposed, it must be approved by at least two-thirds ( 2/3 ) of the subscribers for shares, if any, or, if none, by all of the incorporators.

(d) A shareholder who votes against an amendment to modify or delete the provisions of W.S. 17-17-115 through 17-17-117 is entitled to dissenters' rights under W.S. 17-16-1301 through 17-16-1331 if the amendment upon adoption terminates or substantially alters his existing rights under these sections to have his shares purchased.

(e) A shareholder may waive his and his estate's rights under W.S. 17-17-115 through 17-17-117 by a signed writing.

(f) W.S. 17-17-115 through 17-17-117 do not prohibit any other agreement providing for the purchase of shares upon a shareholder's death, nor do they prevent a shareholder from enforcing any remedy he has independent of these sections.