Title 11, Finance and Taxation

(a) The board of directors shall meet at least once every month. The Commissioner, a director or an executive officer may call a special meeting. A majority of the board of directors shall constitute a quorum. The board shall keep minutes of each meeting, including a record of at…

(a) The directors of a territorial bank shall direct and require good and sufficient fidelity bonds on all active officers and employees, whether or not they draw salary or compensation, which bonds shall provide for indemnity to such bank on account of any losses sustained by it…

The board of directors of a territorial bank may declare dividends not more than once in each calendar quarter from undivided profits if: (a) The undivided profits account has been maintained in accordance with the provisions of this Title. (b) The reserve against deposits requir…

(a) No credit shall be entered in the undivided profits account of a territorial bank founded upon an unrealized appreciation in the value of any type of asset. Before any net profits are credited to the undivided profits account, proper deduction shall be made for all expenditur…

A bank shall obtain insurance of its deposits by the United States or any agency thereof and may acquire and hold membership in the Federal Reserve System. The insurance provision of this Section shall not apply to deposits held by foreign banking corporations pursuant to § 10672…

When a notice is required to be given to stockholders or directors under this Title, or the charter or by- laws of any territorial bank, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be…

As used in this Article, unless the context requires otherwise: (a) “Bank” means a territorial or national bank. The singular bank includes the plural banks as the context warrants. (b) “Continuing bank” means a merging bank the charter of which becomes the charter of the resulti…

Nothing in the laws of Guam shall restrict the rights of a territorial bank to convert into a resulting national bank. The action to be taken by such converting territorial bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for…

Upon approval by the Commissioner, territorial banks may be merged to result in a territorial bank, a national bank with its main office in Guam may be merged with a territorial bank to result in a territorial bank, or a national bank having its main office in Guam may convert in…

(a) The board of directors of each merging territorial bank shall, by a majority of the entire board, approve a merger agreement which shall contain: (1) The name of each merging bank and location of each office. COL 2025-04-22 (2) With respect to the resulting bank: (A) its name…

(a) To be effective, a merger which is to result in a territorial bank must be approved by the stockholders of each merging territorial bank by a vote of a simple majority of the outstanding voting stock of each class at a meeting called to consider such action, which vote shall …

Evidence. (a) A merger which is to result in a territorial bank shall, unless a later date is specified in the agreement, become effective upon the filing with the Commissioner of the executed agreement together with copies of the resolutions of the stockholders of each merging t…

(a) Except as provided in § 106310, a national bank located in Guam which follows the procedure prescribed by the laws of the United States to convert into a territorial bank, may be granted a charter by the Commissioner if the Commissioner finds that each office of the national …

(a) A resulting territorial or national bank shall be considered the same business and corporate entity as each merging territorial bank or as the converting territorial bank with all the property, rights, powers, duties and obligations of each merging bank or the converting bank…

(a) The owner of shares of a territorial bank, (other than the continuing bank) which were voted against a merger to result in a territorial bank, or against the conversion of a territorial bank into a national bank, shall be entitled to receive their value in cash, if and when t…

Where a resulting territorial bank is not to exercise trust powers, the Commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank. SOURCE: GC §…

If a merging or converting bank has assets which do not conform to the requirements of Guam law for the resulting territorial bank or carries on business activities which are not permitted for the resulting territorial bank, the Commissioner may permit a reasonable time to confor…

Without approval by the Commissioner, no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of a merging or converting territorial bank at the time of its last examination by a territorial or national bank examiner before the ef…

(a) In order to facilitate the acquisition of a territorial bank, a bank holding company or a company, which upon the acquisition of such territorial bank would become a bank holding company, may establish a wholly owned, non-banking subsidiary corporation especially for such pur…

This Article constitutes: (a) An election to prohibit interstate merger transactions pursuant to Section 44(a)(2) of the Federal Deposit Insurance Act until June 1, 2001; (b) An election to prohibit interstate branching through the acquisition of a branch of a territorial bank in…

As used in this Article, unless a different meaning is required by the context, the following words and phrases shall have the following meanings: (a) “Acquisition of a branch” means the acquisition of a branch located in a host state, without engaging in an interstate merger tra…

Pursuant to Section 44(a)(2) of the Federal Deposit Insurance Act, no Guam bank may engage in a merger transaction involving an out-of-state bank. This provision shall become inapplicable and merger transactions involving Guam banks and out-of-state banks shall be permitted on an…

(a) Immediately upon the authorization of interstate merger transactions in Guam, one (1) or more Guam banks may enter into an interstate merger transaction with one (1) or more out-of-state banks under this Article, and an out-of-state bank resulting from the transaction may mai…

Outside Guam. (a) With the prior approval of the Commissioner, any territorial bank may establish and operate a de novo branch or acquire and operate a branch outside Guam, including in another state. (b) A territorial bank desiring to establish and operate a de novo branch or ac…

(a) An out-of-state bank that does not operate a branch in Guam acquired through an interstate merger transaction under this Title may not establish and operate a de novo branch in Guam. (b) An out-of-state bank that does not operate a branch in Guam acquired through an interstat…

(a) An out-of-state bank which establishes or operates a branch in Guam under this Title may conduct any activities at the branch in Guam that are authorized under the laws of Guam for territorial banks. (b) An out-of-state bank that has acquired a branch in Guam in an interstate…

(a) To the extent consistent with Subsection (c), the Commissioner may examine any branch established and maintained in Guam by an out-of-state bank as the Commissioner deems necessary to determine whether the branch is being operated in compliance with the laws of Guam and in ac…

If the Commissioner determines that a branch maintained by an out-of-state state bank in Guam is being operated in violation of any provision of the laws of Guam, or that the branch is being operated in an unsafe and unsound manner, the Commissioner may take all enforcement actio…

Each out-of-state bank that operates a branch in Guam, or the home state regulator of the bank, shall give at least thirty (30) day’s prior written notice (or, in the case of an emergency transaction, shorter notice as is consistent with applicable state or Federal law) to the Co…

(a) With the approval of the Commissioner, a territorial bank may liquidate and dissolve. The Commissioner shall grant such approval if it appears that: (1) The proposal to liquidate and dissolve has been approved by a vote of two-thirds of the outstanding voting stock at a meeti…

(a) The Commissioner may take possession of a territorial bank if, after a hearing, he shall find: (1) Its capital is impaired or it is otherwise in an unsound condition. (2) Its business is being conducted in an unlawful or unsound manner. (3) It is unable to continue normal ope…

(a) A plan of reorganization shall not be prescribed under this Title unless: (1) The plan is feasible and fair to all classes of depositors, creditors and stockholders. (2) The face amount of the interest accorded to any class of depositors, creditors or stockholders under the p…

(a) In liquidating a territorial bank the Commissioner may exercise any power thereof but he shall not, without the approval of the District Court of Guam: (1) Sell any asset of the organization having a value in excess of One Thousand Dollars ($1,000). COL 2025-04-22 (2) Comprom…

It shall be unlawful for any unauthorized person to engage in the business of receiving deposits, discounting evidences of indebtedness or receiving money for transmission, to represent that he is or is acting for a bank or to use an artificial or corporate name which purports to…

Except as expressly permitted in this Title, a territorial bank shall not assume liability as an insurer or as a guarantor or indorser of any security instrument or obligation in which or with respect to which it has no property interest. SOURCE: GC § 30801.

It shall be unlawful for a bank to receive any deposit while insolvent or for an officer, director or employee who knows or, in the proper performance of his duty, should know of such insolvency to receive or authorize the receipt of such deposit. SOURCE: GC § 30802.

It shall be unlawful for any person to serve as an officer or director of a bank who: (a) Is an officer, director or employee of a directly competitive bank. (b) Has been convicted of an offense constituting in the jurisdiction in which the judgment was rendered a violation of th…

Territorial Bank. (a) It shall be unlawful for an affiliate of a bank or for an officer, director or employee of a bank or affiliate of a bank: (1) To solicit, accept or agree to accept, directly or indirectly, from any person other than the institution any gratuity, compensation…

It shall be unlawful for an officer, director, employee, attorney or agent of a bank to conceal or endeavor to conceal any transaction of the bank from any officer, director or employee of the bank or any official or employee of the Division to whom it should properly be disclose…

It shall be unlawful for an officer, director, employee or agent of a bank: (a) To maintain or authorize the maintenance of any account of the bank in a manner which, to his knowledge, does not conform to the requirements prescribed by this Title or by the Commissioner or the Boa…

and Officers. It shall be unlawful for a territorial bank to pay a fine or penalty imposed by law upon any other person or any judgment against such person or to reimburse directly or indirectly any person by whom such fine, penalty or judgment has been paid, except in settlement…

It is a criminal offense against this Title for any person to use the words safe deposit, safety deposit or other words deceptively similar thereto, in connection with the rental of storage space, or in the title or name under which business was done, except (a) a person subject …

It shall be unlawful for any person to operate on Guam on Off-Shore Lending Facility, as defined in § 106604(a) of this Title, without the express written authorization of the Banking and Insurance Board issued pursuant to § 106604(b) of this Title. SOURCE: GC § 30809.1. Added by…

It shall be unlawful for any person who is an officer, employee or agent in Guam of any bank operating in Guam an Off-Shore Lending Facility, as defined in § 106604(a) of this Title, to actively solicit or negotiate with any person for a loan with that Off-Shore Lending Facility.…

(a) Any corporate entity responsible for an act or omission expressly declared to be a criminal offense by this Act shall be guilty: (1) Of a misdemeanor punishable by a fine not exceeding Fifty Thousand Dollars ($50,000). COL 2025-04-22 (2) If the act or omission was intended to…

Whenever a violation of this Title by a bank or an officer, director or employee thereof is threatened or impending and will cause substantial injury to the institution or to the depositors, creditors, or stockholders thereof, the District Court of Guam shall, upon suit institute…