12-1384FH 12-1384FH . . . Proxy Statement and Prospectus for approval of merger of (i) unrelated company ("Acquiring Company") into corporation (in which event corporation would survive merger and Acquiring Company would cease to exist), or (ii) corporation into Acquiring Company (in which event Acquiring Company would survive merger and corporation would cease to exist), or (iii) corporation into subsidiary of Acquiring Company that was organized for purpose of merger (in which event subsidiary would survive merger and corporation would cease to exist) and (b) conversion of each share of corporation common stock into right to receive 1.15 shares of Acquiring Company common stock. The determination of form of merger will be made by corporation and Acquiring Company ("Constituent Companies") based upon (x) corporation's ability to obtain from Securities and Exchange Commission an exemption from certain provisions of Public Utility Holding Company Act of 1935 and (y) determination by Constituent Companies as to whether it is desirable to effect merger in manner to assure that it qualifies as reorganization under Section 368 of Internal Revenue Code of 1986
Wyoming Letter to Shareholders
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Multi-State
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US-CC-12-1384FH
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Word;
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FAQ
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board.
Authority to transact business required. (a) A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
Corporate bylaws are legally required in Wyoming. In most cases, the board of directors adopts initial bylaws at the first organizational meeting.
Wyoming shareholders have the right to inspect and corporate books and records, including: minutes of both shareholder and director meetings, accounting records, list of shareholders, by-laws, and articles of incorporation.
To start a corporation in Wyoming, you'll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with Wyoming's Secretary of State. The articles cost $100, and they can be filed online (add $2), by mail, or in person.
(The registered agent may be an individual resident in Wyoming or a domestic or foreign business entity authorized to transact business in Wyoming. The registered agent must have a physical address in Wyoming. If the registered office includes a suite number, it must be included in the registered office address.
Action without meeting. (a) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this act to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by the requisite number of members of the board.
(a) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer and any other officers as are appointed by the board.