Title 11 — Finance and Taxation
59 chapters · 1,261 sections in this title.
11 GCA § 106206 Notice of Intention
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(a) The incorporators shall file with the Commissioner a notice of their intention to organize a territorial bank, signed by each of them. The notice shall state: (1) The name, residence and occupation of each incorporator, and the amount of stock subscribed and paid for by each.…
11 GCA § 106207 Organization Expenses
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(a) Each subscriber at the time he subscribes to the stock of a proposed territorial bank shall pay in cash a sum at least equal to 5% of the par value of such stock into a fund to be used to defray the expenses of organization. No organization expense shall be paid out of any ot…
11 GCA § 106208 Application for Charter
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(a) After the capital stock has been fully subscribed, the incorporators may apply to the Commissioner for the charter. The incorporators shall submit: COL 2025-04-22 (1) A proposed charter in triplicate in such form as the Commissioner shall prescribe containing the following in…
11 GCA § 106209 Determination on Application for Charter
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(a) When an application for a charter has been filed with the Commissioner he shall make or cause to be made a careful investigation and examination relative to the following: (1) The character, reputation, and financial standing of the organizers or incorporators and their motiv…
11 GCA § 106210 Subscription Calls
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After a charter has been granted, the directors may call for the payment of the subscriptions in full within 30 days from the date of the notice. No share shall be issued until the par value and the pro rata portion of the paid-in surplus specified in the charter have been paid i…
11 GCA § 106211 First Meetings of Stockholders and Directors; Adoption of By-Laws
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(a) After the capital and surplus have been fully paid, a meeting of the stockholders shall be called by the incorporators on 10 day’s notice to elect directors and adopt by-laws, and direct the call, on 5 day’s notice, of the first meeting of directors for the election of office…
11 GCA § 106212 Reimbursement of Officer, Director or Employee for Expenses in Defending Suits
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The by-laws of a territorial bank may provide that it shall indemnify every officer, director or employee, his heirs, executors and administrators, against judgments resulting from and the expenses reasonably incurred by him in connection with any action based upon any alleged ac…
11 GCA § 106213 Certificate of Authority
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(a) It shall be a criminal offense against this Title for a territorial bank to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to do business before receiving a certificate of authority to operate. (b) Applicatio…
11 GCA § 106214 Amendment of Charter; Change of Location
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(a) A territorial bank may apply to the Commissioner to amend its charter or to change its location. (b) An application for an amendment to the charter changing the authorized capital or to acquire or abandon trust powers or to change its location must be authorized by the vote o…
11 GCA § 106215 Meetings of Stockholders; Voting; Proxies; Voting Trust; Preemptive Right; Transfer
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of Stock; Report of Holdings. (a) Regular meetings of stockholders shall be held annually and at such additional times as the by-laws direct at such place as may be designated by the by-laws. A special meeting may be called at any time by the Commissioner, one-third of the direct…
11 GCA § 106216 Directors and Officers
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(a) The affairs of a territorial bank shall be managed by a board of directors which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, not less than five (5) nor more than twenty-five (25), shall be fixed by the by-laws and the…
11 GCA § 106217 Directors; Meetings and Duties
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(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…
11 GCA § 106218 Fidelity Bonds and Other Insurance
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(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…
11 GCA § 106219 Authority to Declare Dividends
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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…
11 GCA § 106220 Capital, Surplus and Undivided Profits; Accounting Requirements
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(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…
11 GCA § 106221 Deposit Insurance: Membership in Federal Reserve System
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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…
11 GCA § 106222 Waivers: Corporate Action by Unanimously Signed Writing
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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…
11 GCA § 106301 Additional Definitions
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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…
11 GCA § 106302 Resulting National Bank. Conversion of Territorial Bank to National Bank
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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…
11 GCA § 106303 Resulting Territorial Bank
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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…
11 GCA § 106304 Merger Procedure; Resulting Territorial Bank
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(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…
11 GCA § 106305 Merger; Approval by Stockholders of Territorial Banks
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(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 …
11 GCA § 106306 Effective Date of Merger; Filing of Approved Government Certificate of Merger as
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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…
11 GCA § 106307 Conversion of National into Territorial Bank
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(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 …
11 GCA § 106308 Continuation of Corporate Entity; Use of Old Name
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(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…
11 GCA § 106309 Dissenting Stockholders
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(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…
11 GCA § 106310 Trust Powers
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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 §…
11 GCA § 106311 Nonconforming Assets or Business
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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…
11 GCA § 106312 Book Value of Assets
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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…
11 GCA § 106313 Bank Holding Company Formation and Acquisition
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(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…
11 GCA § 106350 Elections
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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…
11 GCA § 106351 Definitions
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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…
11 GCA § 106352 Prohibition on Interstate Merger Transactions
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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…
11 GCA § 106353 Provisions Governing Interstate Merger Transactions Once Authorized
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(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…
11 GCA § 106354 Authority of Territorial Banks to Establish a De Novo Branch or Acquire a Branch
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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…
11 GCA § 106355 Prohibition of Out-of-State Banks to Establish De Novo Interstate Branch
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(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…
11 GCA § 106356 Powers; Principal Guam Office
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(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…
11 GCA § 106357 Examinations; Periodic Reports; Cooperative Agreements; Assessment of Fees
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(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…
11 GCA § 106358 Enforcement
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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…
11 GCA § 106359 Notice of Subsequent Merger, Etc
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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…
11 GCA § 106401 Voluntary Liquidation and Dissolution
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(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…
11 GCA § 106402 Commissioner in Possession
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(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…
11 GCA § 106403 Requirements of Reorganization Plan
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(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…
11 GCA § 106404 Liquidation by Commissioner
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(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…
11 GCA § 106501 Unauthorized Conduct of Banking Business
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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…
11 GCA § 106502 Unauthorized Assumption of Liability
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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.
11 GCA § 106503 Receipt of Deposits While Insolvent
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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.
11 GCA § 106504 Unlawful Service as Officer, or Director
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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…
11 GCA § 106505 Unlawful Gratuity or Compensation; Transactions of Persons Connected with
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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…
11 GCA § 106506 Unlawful Concealment of Transactions
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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…