Nonprofit Corporation Merger Approval and Filing Requirements in Wyoming

At a glance

Requirements one by one

Parties and plan

Sections 17-19-1101 and -1106 permit Wyoming nonprofit corporations to merge into a business or nonprofit survivor, including a foreign corporation if its organizing law permits the merger. The plan identifies the parties and survivor, gives terms, and states how public-benefit, religious, or mutual-benefit memberships are treated. It may state survivor charter or bylaw changes (§ 17-19-1101).

Board, members, and classes

Section 17-19-1103(a) requires board approval and, if there are members, approval by two-thirds of votes cast or a majority of voting power, whichever is less, subject to any higher or class vote required by law, documents, board or members. A person with charter-protected amendment approval rights must also approve in writing. Class voting is required when a plan provision would trigger a class vote as an article or bylaw amendment (§ 17-19-1103(f)). The board may condition submission to members, and members may condition approval, on a higher vote or another basis (§ 17-19-1103(c)).

Notice and no-member route

Member meeting notice states the merger purpose and includes the plan or summary plus applicable survivor article and bylaw material (§ 17-19-1103(d)). Section 17-19-705(c) gives a 10 to 60 day fair-and-reasonable notice period. Section 17-19-1103(e) specifies plan materials for consent or ballot solicitation.

If the corporation does not have members, § 17-19-1103(b) requires approval by a majority of directors in office. Under § 17-19-822(c), each director gets at least seven days' written notice of the vote unless waived. The express no-member rule does not itself address a corporation with existing nonvoting members.

Public benefit and religious limits

Section 17-19-1102(a) limits the merger parties for a public benefit or religious corporation absent prior district court approval in a proceeding noticed to the Secretary of State. The business or mutual benefit route in subsection (a)(v) also requires the specified asset conveyance, return of conditionally held assets, and disinterested director approval. For that route, subsection (b) requires notice with the plan to the Secretary of State at least 20 days before consummation; the Secretary notifies the Attorney General. Under subsection (c), a member generally cannot receive or keep value other than survivor public-benefit or religious membership without prior written Attorney General or court consent.

Articles, effectiveness, and abandonment

The survivor or acquiring corporation delivers articles containing the plan and the required board, member-class vote, and third-person approval statements to the Secretary of State (§ 17-19-1104). Section 17-19-123 makes the filing effective when filed, at a later time on the filing date, or on a specified delayed date no more than 90 days after filing.

Under § 17-19-1103(g), a plan may be abandoned before articles are filed under its procedure or the board's decision if it states none, subject to contract rights. Article 11 states no separate parent-subsidiary shortcut.

What trips people up

The Secretary of State receives the 20-day plan notice only for the specified public-benefit or religious merger into a business or mutual benefit route under § 17-19-1102(a)(v), rather than every public-benefit merger. That notice and any needed court or Attorney General consent are distinct steps.

Common questions

Can a public benefit nonprofit merge with a business corporation? Section 17-19-1102(a)(v) permits it under the stated asset, restricted-property, and disinterested-director conditions, absent prior court approval.

May the board abandon a plan after members approve? Yes, before articles are filed, if the plan's procedure or board-determined procedure under § 17-19-1103(g) permits it, subject to contractual rights.

Statutes and sources

• Wyo. Stat. § 17-19-1101 (accessed 2026-10-03): “17-19-1101. Approval of plan of merger. (a) Subject to the limitations set forth in W.S. 17-19-1102, one (1) or more nonprofit corporations may merge into a business or nonprofit corporation, if the plan of merger is approved as provided in W.S. 17-19-1103. (b) The plan of merger shall set forth: (i) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge; (ii) The terms and conditions of the planned merger; (iii) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and (iv) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations or securities of the surviving or any other corporation or into cash or other property in whole or part. (c) The plan of merger may set forth: (i) Any amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and (ii) Other provisions relating to the planned merger.”
• Wyo. Stat. § 17-19-1102 (accessed 2026-10-03): “17-19-1102. Limitations on mergers by public benefit or religious corporations. (a) Without the prior approval of a district court in a proceeding which the secretary of state has been given written notice, a public benefit or religious corporation may merge only with: (i) A public benefit or religious corporation; (ii) A foreign corporation that would qualify under this act as a public benefit or religious corporation; (iii) A wholly-owned foreign or domestic business or mutual benefit corporation, provided the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; (iv) A governmental subdivision; or (v) A business or mutual benefit corporation, provided that: (A) On or prior to the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one (1) or more persons who would have received its assets under W.S. 17-19-1406(a)(v) and (vi) had it dissolved; (B) It shall return, transfer or convey any assets held by it upon condition requiring return, transfer or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and (C) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents or consultants of the surviving corporation. (b) At least twenty (20) days before consummation of any merger of a public benefit corporation or a religious corporation pursuant to paragraph (a)(v) of this section, notice including a copy of the proposed plan of merger, shall be delivered to the secretary of state. The secretary of state shall notify the attorney general of the proposed plan. (c) Without the prior written consent of the attorney general or of the district court in a proceeding in which the attorney general has been given notice, no member of a public benefit or religious corporation may receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.”
• Wyo. Stat. § 17-19-1103 (accessed 2026-10-03): “17-19-1103. Action on plan by board, members and third persons. (a) Unless this act, the articles, bylaws or the board of directors or members, acting pursuant to subsection (c) of this section, require a greater vote or voting by class, a plan of merger to be adopted shall be approved: (i) By the board; (ii) By the members, if any, by two-thirds (2/3) of the votes cast or a majority of the voting power, whichever is less; and (iii) In writing by any person or persons whose approval is required by a provision of the articles authorized by W.S. 17-19-1030 for an amendment to the articles or bylaws. (b) If the corporation does not have members, the merger shall be approved by a majority of the directors in office at the time the merger is approved. In addition the corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with W.S. 17-19-822(c). The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed merger. (c) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis. (d) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with W.S. 17-19-705. The notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (e) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation shall include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation shall include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect. (f) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under W.S. 17-19-1004 or 17-19-1022. The plan is approved by a class of members by two-thirds (2/3) of the votes cast by the class or a majority of the voting power of the class, whichever is less. (g) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.”
• Wyo. Stat. § 17-19-1104 (accessed 2026-10-03): “17-19-1104. Articles of merger. (a) After a plan of merger is approved by the board of directors, and if required by W.S. 17-19-1103, by the members and any other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth: (i) The plan of merger; (ii) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors; (iii) If approval by members was required: (A) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and (B) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class. (iv) If approval of the plan by some person or persons other than the members or the board is required pursuant to W.S. 17-19-1103(a)(iii), a statement that the approval was obtained.”
• Wyo. Stat. § 17-19-1106 (accessed 2026-10-03): “17-19-1106. Merger with foreign corporation. (a) Except as provided in W.S. 17-19-1102, one (1) or more foreign business or nonprofit corporations may merge with one (1) or more domestic nonprofit corporations if: (i) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (ii) The foreign corporation complies with W.S. 17-19-1104 if it is the surviving corporation of the merger; and (iii) Each domestic nonprofit corporation complies with the applicable provisions of W.S. 17-19-1101 through 17-19-1103 and, if it is the surviving corporation of the merger, with W.S. 17-19-1104. (b) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.”
• Wyo. Stat. § 17-19-123 (accessed 2026-10-03): “17-19-123. Effective date of document. (a) Except as provided in subsection (b) of this section, a document is effective: (i) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or (ii) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the 90th day after the date filed.”
• Wyo. Stat. § 17-19-705 (accessed 2026-10-03): “17-19-705. Notice of meeting. (a) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner. (b) Any notice that conforms to the requirements of subsection (c) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered; provided, however, that notice of matters referred to in paragraph (c)(ii) of this section shall be given as provided in subsection (c) of this section. (c) Notice is fair and reasonable if: (i) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members no fewer than ten (10) nor more than sixty (60) days before the meeting date; (ii) Notice of an annual or regular meeting includes a description of any matter or matters that shall be approved by the members under W.S. 17-19-831, 17-19-856, 17-19-1003, 17-19-1021, 17-19-1104, 17-19-1202, 17-19-1401 or 17-19-1402; and (iii) Notice of a special meeting includes a description of the matter or matters for which the meeting is called. (d) Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under W.S. 17-19-707, however, notice of the adjourned meeting shall be given under this section to the members of record as of the new record date. (e) When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (i) Requested in writing to do so by a person entitled to call a special meeting; and (ii) The request is received by the secretary or president of the corporation at least ten (10) days before the corporation gives notice of the meeting.”
• Wyo. Stat. § 17-19-822 (accessed 2026-10-03): “17-19-822. Call and notice of meetings. (a) Unless the articles, bylaws or subsection (c) of this section provide otherwise, regular meetings of the board may be held without notice. (b) Unless the articles, bylaws or subsection (c) of this section provide otherwise, special meetings of the board shall be preceded by at least two (2) days notice to each director of the date, time, and place, but not the purpose, of the meeting. (c) In corporations without members any board action to remove a director or to approve a matter that would require approval by the members if the corporation had members, shall not be valid unless each director is given at least seven (7) days written notice that the matter will be voted upon at a directors' meeting or unless notice is waived pursuant to W.S.”