021-5 Wyo. Code R. §§ 5-6 - Articles of Incorporation

(a) The articles of incorporation for a proposed institution shall include the following information:

(i) The name of the proposed institution;

(ii) The objects for which the corporation is organized, together with a statement that the corporation is organized for no other purpose than the accomplishment of legitimate and lawful objects;

(iii) A statement that the articles of incorporation are made to enable incorporators: the

(A) In the case of a bank, to avail themselves of the advantages of the banking laws and regulations of the State of Wyoming;

(B) In the case of an interim bank, to avail themselves of the advantages of the banking laws and regulations of the State of Wyoming but only to the extent necessary to serve as a vehicle to facilitate a merger and change of ownership of an existing bank in accordance with W.S. 13-4-108;

(C) In the case of a savings and loan association, to avail themselves of the advantages of the savings and loan laws and regulations of the State of Wyoming;

(D) In the case of trust companies, to avail themselves of the advantages of the trust company laws and regulations of the State of Wyoming and the general corporation laws of the State of Wyoming; or

(E) In the case of a bank or a savings and loan association that also desires to engage in the trust business in this state, to avail themselves of the advantages of the trust company laws and regulations of the State of Wyoming;

(iv) The object for which the corporation is organized;

(v) In the case of an interim bank, a statement that it

(A) shall not operate independently,

(B) shall not conduct banking business, and

(C) shall exist only so long as is necessary to serve as a vehicle to facilitate a merger and change of ownership of an existing bank in accordance with W.S. 13-4-108;

(vi) In the case of a trust company, such other matters as may be required under the Wyoming Business Corporation Act;

(vii) The term of its existence, which may be perpetual, except that, in the case of an interim bank, its term of existence shall not be longer than is necessary to serve as a vehicle to facilitate a merger and change of ownership of an existing bank in accordance with W.S. 13-4-108;

(viii) The street address at which its principal place of business will be located;

(ix) The amount and par value of each class of its common capital stock and the number of shares in each class authorized to be issued (in the case of a savings and loan association, common stock must have a par value of at least $100 per share and be issued as a single class);

(x) Except for a savings and loan association, the amount and par value of each class of preferred capital stock and the number of shares in each class authorized to be issued, specifying all rights, powers and incidents of each class of such stock;

(xi) The amount of capital actually paid in;

(xii) The name, residence post-office address and occupation of each shareholder subscribing for more than ten percent (10%) of the capital stock of the corporation and the number and class of shares subscribed for;

(xiii) The number of directors (which shall be five (5) or more, in the case of a bank, an interim bank or a savings and loan association, or any number, in the case of a trust company);

(xiv) The names, residence post-office address and occupation of each member of the board of directors that is expected to serve during any part of the corporation's first year of existence;

(xv) The name, occupation and residence post-office address of each incorporator; and

(xvi) The number of shares of capital stock, by class, for which each incorporator has subscribed.

(b) The articles of incorporation for a trust company may also include such matters as are permitted under the Wyoming Business Corporation Act.

(c) The articles of incorporation for any proposed institution may include an indemnification provision consistent with Chapter 2, Section 4.

Notes

021-5 Wyo. Code R. §§ 5-6

Amended, Eff. 5/13/2021.