Title 18 — Business Structure and Function

As used in this Chapter, the following words and phrases, unless differ- ently defined or described, shall have meanings and references as follows: (a) Corporation means a Territory of Guam industrial development corporation created under this Chapter. (b) Financial institution m…

Ten or more persons, a majority of whom shall be residents of this territory, who may desire to create an industrial development corporation under the provisions of this Chapter, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the te…

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Part 1 of this Title, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (a) To elect, appoint and empl…

Notwithstanding any rule or common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures: (a) Any person, including all domestic corporations organized for the purp…

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board. Eac…

Membership in the corporation shall be for the duration of the corporation; provided that upon written notice given to the corporation five (5) years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. A member shall not be …

The stockholders and the members of the corporation shall have the following powers of the corporation: (a) To determine the number of and elect directors as provided in § 12109 hereof. (b) To make, amend and repeal bylaws. (c) To amend this charter as provided in § 12108. (d) To…

The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be e…

The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall consi…

Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half (2) of the amount paid in on the capital stock then outstanding. Whenever the amoun…

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an offic…

The corporation shall be examined at least once annually by the Director of Revenue and Taxation and shall make reports of its condition not less than annually to said Director of Revenue and Taxation and more frequently upon call of the Director of Revenue and Taxation, who in t…

The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day ap…

The period of duration of the corporation shall be fifty (50) years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in § 12115. SOURCE: CC § 619.

The corporation may, upon the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled, dissolve said corporation. Upon any dissolution of the corporation, none of the co…

Under no circumstances shall the credit of the Territory of Guam be pledged to any corporation organized under the provisions of this Chapter. SOURCE: CC § 621.

Any corporation organized under the provisions of this Chapter shall be a territorial development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any other similar federal legislation, and shall be authorized to operate on a …

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general laws are granted to corporations organized pursuant to this Chapter. SOURCE: CC § 623.

Every corporation organized and engaged in business under the provisions of this Chapter shall pay an annual fee of fifty dollars ($50.00) to the Treasurer of Guam. SOURCE: CC § 624.

Corporations organized under this Chapter shall adopt the calendar year as their fiscal year. SOURCE: CC § 625.

The provisions of this Chapter are severable, and if any of its provisions shall be held unconstitutional by any court of competent jurisdic- tion, the decision of such court shall not affect or impair any of the remaining provisions. COL 03072011 SOURCE: CC § 626. COL 03072011 C…