Wyoming Corporation Merger Agreement and Approval Packet

WYOMING CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Wyoming domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or eligible-entity constituents, the 80% parent-subsidiary route, regulated entities, public-company structures, conversions, share exchanges, insolvency, and contested control.

Current-section gate. Section 17-16-1101 is reserved. The ordinary merger plan begins at § 17-16-1102; do not cite § 1101 as operative plan authority.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every consent and approval outside the Wyoming Business Corporation Act.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.

Schedule 2 states capitalization, share conversion, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace mandatory approval, appraisal procedure, or filing.

3. Exhibit A — Plan of Merger

Section 17-16-1102 requires the Plan to identify each merging corporation or eligible entity and the survivor, state terms and conditions, describe share or interest disposition, and attach survivor organizational documents or amendments.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are Wyoming business corporations. [TARGET] will survive.

2. Terms and conditions. [________________________________]

3. Share treatment.

4. Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.

5. Amendment limits. After shareholder approval, do not change consideration, survivor organic documents beyond permitted changes, or another term materially adverse to shareholders except as the approved Plan allows.

6. Effective time. [________________________________]

4. Approval Record

Each board adopts the Plan and submits it to shareholders unless an exception applies. Meeting notice goes to every shareholder, voting or nonvoting, states that the Plan will be considered, and contains or summarizes the Plan and relevant survivor organizational documents.

Unless a higher rule applies, a voting group has a quorum when a majority of entitled votes are present, and action is approved when votes cast for the Plan exceed votes cast against.

The survivor no-vote route requires survival, unchanged articles except permitted amendments, identical continuing shares, and that merger issuances do not require a vote under § 17-16-621(f). Do not replace that cross-reference with a copied 20% formula.

☐ Any shareholder who will acquire owner liability executes the separate written consent required by § 17-16-1104(h).

5. Appraisal Workflow

Classify each holder under § 17-16-1302. Rights may depend on required approval, voting entitlement, whether shares remain outstanding, market and holder-count facts, consideration, and organic-document provisions.

☐ Meeting notice states whether rights are, are not, or may be available and includes Article 13 when required.

☐ Pre-vote conditions, post-effective notice, demands, payments, supplemental demands, and court dates comply with current Article 13.

6. Articles of Merger

After approval, the survivor executes and delivers Articles of Merger under § 17-16-1106.

The Secretary of State's business-forms page reviewed for this packet does not list a standardized profit-corporation merger form. Prepare a statutory filing and confirm the current submission method and fee before filing.

7. Closing and Post-Closing

☐ Final Plan matches the approved version.

☐ Articles are accepted and the effective time is independently confirmed.

☐ Consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• Wyoming Legislature — Title 17 official PDF
• Wyoming Secretary of State — business forms