This office lease provision states that it is an unpermitted assignment for partners to have a change in their share of partnership ownership and thus a default under the lease. Generally, this type of change in ownership is couched in those provisions dealing with changes in share ownerships of corporations.
Wyoming Provision Dealing with Changes in Share Ownership of Corporations and Changes in Share Ownership of Partnership In Wyoming, there are specific provisions in place to address changes in share ownership for both corporations and partnerships. These provisions aim to regulate and govern the process of buying, selling, transferring, or otherwise changing ownership of shares in these entities. Here, we will provide a detailed description of Wyoming's provisions dealing with changes in share ownership, highlighting various types of provisions applicable to corporations and partnerships. Wyoming Corporation Provision for Changes in Share Ownership: 1. Shareholder Consent: Before any transfer of shares can occur, Wyoming requires the consent of the shareholders. The corporation's bylaws or shareholder agreement may outline the specific procedures and requirements for obtaining this consent. 2. Right of First Refusal: Wyoming allows corporations to include a right of first refusal provision in their bylaws or shareholder agreement. This provision grants existing shareholders the opportunity to purchase any shares being sold by a current shareholder before they are offered to outside parties. 3. Purchase Price Determination: When changes in share ownership are taking place, Wyoming requires a clear determination of the purchase price. This can be based on various factors, such as the fair market value of the shares or a predetermined formula outlined in the corporation's bylaws. 4. Filing Requirements: The state of Wyoming mandates the filing of necessary documents with the Secretary of State to record changes in share ownership, ensuring proper documentation of the transaction and maintaining an up-to-date record of shareholders. Wyoming Partnership Provision for Changes in Share Ownership: 1. Partner Consent: Similarly to corporations, partners in a Wyoming partnership must provide consent for any change in share ownership. The partnership agreement typically outlines the required procedures and conditions for obtaining this consent. 2. Valuation and Buyout Arrangements: When a change in share ownership within a partnership occurs, Wyoming states that a fair and impartial valuation of the partnership's assets may be necessary. This valuation helps determine the buyout arrangement for the departing partner. 3. Partner Withdrawal Agreement: Wyoming allows partnerships to have a withdrawal agreement in place, which outlines the process and terms for a partner to withdraw their shares. This agreement helps streamline the procedure and ensures that both parties understand their rights and obligations. 4. Division and Distribution of Assets: In the event of a change in share ownership, Wyoming provisions require clear guidelines for the division and distribution of partnership assets among the remaining partners. This ensures a fair and equitable distribution and minimizes potential conflicts or disputes. Different types of Wyoming provisions dealing with changes in share ownership may vary depending on the specific circumstances or requirements of the corporations and partnerships involved. However, the common goal remains to facilitate transparent and lawful transactions, protect the interests of shareholders or partners, and maintain the proper functioning of these entities. Understanding and adhering to these Wyoming provisions is essential for shareholders, partners, and anyone involved in transactions concerning changes in share ownership of corporations and partnerships. Consulting relevant legal experts and reviewing the specific bylaws, shareholder agreements, or partnership agreements is highly recommended staying compliant with Wyoming's regulations.
