Corporate Sale of Substantially All Assets Approval Requirements in Wyoming

At a glance

Requirements one by one

Investment management is significant activity in its own right

Wyo. Stat. § 17-16-1202(a) applies to a non-exempt disposition that would leave the corporation without significant continuing business activity. If active or passive investment holding, maintenance, or management was significant before the disposition, it remains significant continuing activity.

The corporation is also conclusively deemed to retain activity when it keeps a business representing at least 25% of prior-year total assets and at least 25% of either pretax continuing income or continuing revenue, consolidated with subsidiaries. The text does not make missing either percentage conclusive in the other direction.

Subsidiary ownership interests use net asset value without a discount

Section 17-16-1202(h) values the parent's direct and indirect ownership interests in subsidiaries at subsidiary net asset value. It forbids a marketability or other discount to those interests. Applying that rule still requires current subsidiary and consolidated financial facts.

The board initiates, recommends, and may condition

The board adopts an authorizing resolution, submits the disposition, and ordinarily recommends approval. A conflict or special circumstance can support no recommendation if the board transmits its basis. It may condition submission on any basis.

Every holder receives terms, conditions, and consideration

Section 17-16-1202(d) requires meeting notice to each voting and nonvoting holder. The notice states the purpose and describes the disposition, terms, conditions, and consideration. Wyo. Stat. § 17-16-705 supplies the 10-to-60-day interval.

Wyo. Stat. § 17-16-704 defaults no-meeting action to unanimous written consent. The articles may authorize the meeting-equivalent minimum, collected within 60 days. Nonvoters and nonconsenting voters then receive action notice within 10 days after sufficient consents or later tabulation.

A majority quorum uses a votes-cast decision rule

Section 17-16-1202(e) requires approval at a meeting where a quorum exists. Wyo. Stat. § 17-16-725 ordinarily makes that quorum a majority of votes entitled and approves when votes cast for exceed votes cast against. The articles or a board condition may require a greater vote or more votes present. Article 12 adds no disposition-specific class or group vote.

Four exclusions and dissolution use different routes

Wyo. Stat. § 17-16-1201 removes four actions from holder approval unless the articles provide otherwise: a usual-and-regular-course disposition of any or all assets, an encumbrance in or outside that course, a transfer to wholly owned entities, and a pro rata asset distribution to one or more classes or series.

Section 17-16-1202(g) places a disposition during dissolution under article 14.

Approval may be abandoned before consummation

After shareholder approval and before consummation, § 17-16-1202(f) allows the corporation to abandon without another holder action, subject to other parties' contractual rights. Article 12 states no statutory agreement execution, filing, amendment, or closing process.

Appraisal depends on holder, market, and consideration facts

Wyo. Stat. § 17-16-1302 makes consummation of a § 17-16-1202 disposition an appraisal trigger for a holder entitled to vote. The section's market exclusion can be displaced by specified consideration, so class, market, transaction, and consideration facts matter.

Wyo. Stat. § 17-16-1320 requires meeting and consent notices to say whether the corporation concludes appraisal rights are, are not, or may be available. When rights are or may be available, eligible record holders also receive article 13.

What trips people up

• Investment holding expressly counts. A corporation is not left without significant activity merely because its qualifying continuing activity is active or passive investment holding, maintenance, or management.
• Subsidiary interests are not discounted. The statutory net-asset-value rule rejects marketability and other discounts for those ownership interests.
• The safe harbor does not run backward. The 25%-plus-25% pair is conclusive when met, but missing either measure is not declared conclusive.

Common questions

Are subsidiary assets simply deemed parent assets?

Not by this section. Wyoming instead values the parent's direct and indirect subsidiary ownership interests at subsidiary net asset value without a discount.

Must nonvoting holders receive disposition materials?

Yes. Section 17-16-1202(d) sends every holder the meeting notice and its description of terms, conditions, and consideration.

Does Article 12 require a public filing?

No filing step appears in §§ 17-16-1201 to -1202. Other transaction, property, regulatory, or dissolution law may independently require one.

Statutes and sources

• Wyo. Stat. §§ 17-16-1201 to -1202 — exclusions, investment holding, significant-activity trigger, conclusive 25% safe harbor, subsidiary valuation, board action, notice, vote, dissolution, and abandonment. Official current Title 17 PDF, accessed September 5, 2026.
• Wyo. Stat. §§ 17-16-704 to -705 and -725 — consent, meeting notice, and votes-cast approval. Official current Title 17 PDF, accessed September 5, 2026.
• Wyo. Stat. §§ 17-16-1302 and -1320 — appraisal eligibility, market/ consideration limits, and notice. Official current Title 17 PDF, accessed September 5, 2026.