Title 18 — Business Structure and Function

This Act shall be known and may be cited as the Guam Limited Liability Company Act.

As used in this chapter: (a) Bankrupt means bankrupt under the federal Bankruptcy Act or insolvent under any state insolvency act. (b) Court includes every court and judge having jurisdiction in the action. (c) Limited Liability Company or Company means a limited liability compan…

(a) A limited liability company may be organized under this Chapter for any lawful purpose, except that special statutes for the regulation and control of specific types of business shall control when in conflict herewith. (b) Subject to any limitations contained in the articles …

Each limited liability company organized and existing under this chapter may: (a) Sue or be sued, or complain or defend, in its name. (b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, or use, or otherwise deal in or with, real or personal property, or …

One (1) or more persons may form a limited liability company by executing, acknowledging, and delivering to the Department of Revenue and Taxation articles of organization for such limited liability company. SOURCE: Added by P.L. 23-125:2 (Sept. 9, 1996), and amended by P.L. 30-1…

(a) The words “limited company”, “limited liability company” , or their abbreviation “L. C.”, or L.L.C. , shall be the last word of the name of every limited liability company formed under the provisions of this chapter; and, in addition, the limited liability company name may no…

(a) The Articles of Organization of a limited liability company shall set forth: (1) The name of the limited liability company. (2) Unless its articles of organization provide otherwise, the limited liability company shall have perpetual duration and succession in its name for th…

The Articles of Organization shall be delivered to the Department of Revenue and Taxation. If the Director of Revenue and Taxation finds that the articles of organization conform to law, he or she shall, when a fee of Two Hundred Fifty Dollars ($250.00) has been paid, file the ar…

(a) Upon the issuance of the certificate of organization, the limited liability company shall be considered organized; and such certificate of organization shall be conclusive evidence that all conditions precedent required to be performed by the members have been complied with a…

(a) The articles of organization of a limited liability company shall be amended when: (1) There is a change in the name of the limited liability company or in the amount or character of the contributions to capital. (2) There is a change in the character of the business of the l…

(a) Each limited liability company shall have and continuously maintain in Guam: (1) A registered office, which may be, but need not be, the same as its place of business; and (2) A registered agent, which agent may be either: (A) An individual resident of Guam whose business off…

(a) A limited liability company may change its registered agent or office, or both, upon filing in the office of the Department of Revenue and Taxation a statement setting forth: (1) The name of the limited liability company. (2) The address of its then registered office and, if …

§ 15113 (A). Capital Contributions of Members. (a) The articles of organization or the operating agreement may provide for capital contributions of members. The contribution of a person may be in money, property, or services, or other obligation to contribute money or property or…

§ 15114(A). Acquisition of Membership Interest; Termina- tion of Interest. (a) After formation of a limited liability company, a person may become a member: (1) In the case of a person acquiring a membership interest directly from the limited liability company, at the time provid…

§ 15115 (A). Business and Affairs of Company Managed by Members. Unless the articles of organization include the statement referred to in subdivision (b) of § 15115 (B) vesting management of the limited liability company in a manager or managers, the business and affairs of a lim…

§ 15116 (A). Distributions of Money or Property to Members. Distributions of the money or property of a limited liability company shall be made to the members and to any classes of members in the manner provided in the operating agreement. If the operating agreement does not othe…

of Interests. § 15117 (A). Membership Interest as Personal Property. A membership interest and an economic interest in a limited liability company constitute personal property of the member or assignee. A member or assignee has no interest in specific limited liability company pr…

Neither the members of a limited liability company nor the managers of a limited liability company managed by a manager or managers are liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability comp…

All persons who assume to act as a limited liability company without authority to do shall be jointly and severally liable for all debts and liabilities.

(a) A limited liability company organized under this Chapter shall be dissolved upon the occurrence of any of the following events: (1) When the period fixed for the duration of the limited liability company expires. (2) By the unanimous written agreement of all mem- bers. (3) Up…

The statement of intent to dissolve a limited liability company shall be delivered to the Department of Revenue and Taxation. If the Department of Revenue and Taxation finds that such statement conforms to law, it shall, when all fees and license taxes have been paid as prescribe…

Procedure After Filing such Statement. (a) Upon the filing by the Department of Revenue and Taxation of a statement of intent to dissolve, the limited liability company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, bu…

(a) In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (1) Those liabilities to creditors, in the order of priority as provided by law, except those liabilities to members of the limited li…

When all debts, liabilities, and obligations of the limited liability company have been paid or discharged, or adequate provision has been made therefore, and all of the remaining property and assets of the limited liability company have been distributed to the members, articles …

(a) The articles of dissolution of the limited liability company shall be delivered to the Department of Revenue and Taxation. If the Department of Revenue and Taxation finds that such articles of dissolution conform to law, it shall, when all fees and license taxes have been pai…

The certificate of organization of a limited liability company shall be canceled by the Department of Revenue and Taxation upon issuance of the certificate of dissolution.

(a) A limited liability company may be dissolved involuntarily by a decree of the Superior Court of Guam in an action filed by the Attorney General's Office when it is established that the limited liability company: (1) Has procured its articles of organization through fraud; (2)…

(a) Any limited liability company which has been dissolved by the Department of Revenue and Taxation under the provisions of § 15124 or prior law may be reinstated by the Department of Revenue and Taxation at any time upon approval of an application for reinstatement signed by an…

All filings made by the Department of Revenue and Taxation shall be in accordance with the provisions of '2104 of Article 1 of Chapter 2, Title 18, Guam Code Annotated.

Fees for filing documents and issuing certification shall be subject to applicable rates as determined by the Department of Revenue and Taxation.

Miscellaneous charges shall be determined, charged, and collected by the Department of Revenue and Taxation.

When, under the provisions of this Chapter or under the provisions of the articles of organization or operating agreement of a limited liability company, notice is required to be given to a member of a limited liability company or to a manager of a limited liability company havin…

The Superior Court of Guam shall have jurisdiction to enforce the provisions of this Chapter.

Company. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except when the object is to enforce a member's right against, or liability to, the limited liability company.

(a) In addition to Part 1 of Title 18, Guam Code Annotated, process may be served upon limited liability companies and foreign limited liability companies as provided in this section. (b) Personal service of a copy of any process against the limited liability company or the forei…

(a) A limited liability company is a “business” as defined in § 26101 of Article I of Chapter 26 of Title 11, Guam Code Annotated, and is subject to the taxes imposed under Chapter 26 of Title 11, Guam Code Annotated. (b) The income of a limited liability company organized pursua…

(a) Two or more persons may organize a professional limited liability company by filing articles of organization with the Department of Revenue and Taxation in accordance with this Chapter. In addition to other provisions required or permitted by law, the articles of organization…

Liability Companies. (a) Each domestic limited liability company and each foreign limited liability company, authorized to transact business on Guam, shall file with the Director of Revenue and Taxation a sworn annual report that sets forth: (1) The name of the limited liability …