Articles of Incorporation

18 GCA § 28202 — under Guam Business Corporation Act.

18 GCA § 28202

(a) The articles of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of § 28401; (2) the number of shares the corporation is authorized to issue; (3) the corporation’s initial place of business; and (4) the name and address of each incorporator. (b) The articles of incorporation may set forth:

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(1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (A) the purpose or purposes for which the corporation is organized; (B) managing the business and regulating the affairs of the corporation; (C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; (D) a par value for authorized shares or classes of shares; (E) the imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; (3) any provision that under this Act is required or permitted to be set forth in the bylaws; (4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for; (A) the amount of a financial benefit received by a director to which he is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of § 28818; or (D) an intentional violation of criminal law; and (5) a provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for; (A) receipt of a financial benefit to which he is not entitled, (B) an intentional infliction of harm on the corporation or its shareholders, (C) a violation of § 28818 or

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(D) an intentional violation of criminal law. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.