Title 18 — Business Structure and Function

(a) A limited cooperative association or registered foreign cooperative may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a limited cooperative association or registered foreign cooperative ceases to have a regi…

(a) Subject to Subsection (b) of this Section, a member may maintain a direct action against another member, director, or the limited cooperative association to enforce the member’s rights and protect the member’s interests, including rights and interests under the organic rules …

(a) A member may maintain a derivative action to enforce a right of a limited cooperative association if: (1) the member first makes a demand on the directors requesting that they cause the association to bring an action to enforce the right and the directors do not bring the act…

(a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devol…

(a) In a derivative action to enforce a right of a limited cooperative association, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the response to the demand by the directors; or (2) why demand should be excused as futile.

A derivative action on behalf of a limited cooperative association may not be voluntarily dismissed or settled without the court’s approval.

(a) Except as otherwise provided in Subsection (b) of this Section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited cooperative association and not to the plaintiff; and (2) if the plaintiff receives…

(a) If a limited cooperative association is named as or made a party in a derivative proceeding, the association may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of t…

(a) Unless the articles of organization otherwise provide and if the disposition does not leave the association without significant continuing business activity, member approval under § 171402 is not required for a limited cooperative association to: (1) sell, lease, exchange, li…

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in § 171401, requires approval of the association’s members under §§ 171403 and 171404 if the disposition leaves the association without signi…

Approval. (a) For a limited cooperative association to dispose of assets under § 171402: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and (2) the board of directors must call a members m…

(a) Subject to Subsection (b) of this Section, a disposition of assets under § 171402 must be approved by: (1) at least two-thirds of the voting power of members present at a members meeting called under § 171403(2); and (2) if the limited cooperative association has investor mem…

(a) The law of the jurisdiction of formation of a foreign cooperative governs: (1) the internal affairs of the cooperative; and (2) the liability that a person has as a member or director for a debt, obligation, or liability of the cooperative. (b) A foreign cooperative is not pr…

(a) A foreign cooperative may not do business in Guam until it registers with the Director of Department of Revenue and Taxation under this Article. A foreign cooperative shall not transact business in Guam until it obtains both a business license and a certificate of authority t…

(a) To register to do business in Guam, a foreign cooperative must deliver a foreign registration statement to the Director of Revenue and Taxation for filing. The statement must state: (1) the name of the cooperative and, if the name does not comply with § 17115, an alternate na…

(a) A registered foreign cooperative shall deliver to the Director of Revenue and Taxation for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the cooperative; (2) the cooperative’s jurisdiction of formation; (3) an address requi…

(a) Activities of a foreign cooperative which do not constitute doing business in Guam under this Article include: (1) maintaining, defending, mediating, arbitrating, or settling an action or proceeding; (2) carrying on any activity concerning its internal affairs, including hold…

(a) A foreign cooperative whose name does not comply with § 17113 may not register to do business in Guam until it adopts, for the purpose of doing business in Guam, an alternate name that complies with § 17117. A cooperative that registers under an alternate name under this Subs…

(a) A registered foreign cooperative may withdraw its registration by delivering a statement of withdrawal to the Director of Department of Revenue and Taxation for filing. The statement of withdrawal must state: (1) the name of the cooperative and its jurisdiction of formation; …

Liability Partnership. A registered foreign cooperative that converts to a domestic limited liability partnership or to a domestic entity whose formation requires delivery of a record to the Director of Revenue and Taxation for filing is deemed to have withdrawn its registration …

Liability Partnership. (a) A registered foreign cooperative that has dissolved and completed winding up or has converted to a domestic or foreign entity whose formation does not require the public filing of a record, other than a limited liability partnership, shall deliver a sta…

(a) When a registered foreign cooperative has merged into a foreign entity that does not have a certificate of authority to transact business and is not licensed to do business in Guam, the foreign entity shall deliver to the Director of Revenue and Taxation for filing an applica…

(a) The Director may terminate the registration of a registered foreign cooperative in the manner provided in Subsections (b) and (c) if the cooperative does not: (1) pay, no later than thirty (30) calendar days after the due date, any fee, tax, interest, or penalty required to b…

The Attorney General of Guam may maintain an action to enjoin a foreign cooperative from doing business in Guam in violation of this Article. ARTICLE 16 MERGER, INTEREST EXCHANGE, CONVERSION AND DOMESTICATION [RESERVED] ARTICLE 17 LIMITED COOPERATIVE ASSOCIATION BOARD [RESERVED] …

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.

This Act modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., but does not modify, limit, or supersede § 101(c) of that act, 15 U.S.C. § 7001(c) or authorize electronic delivery of any of the notices described i…

This Act does not affect an action commenced, or proceeding brought, or right accrued before the effective date of this Act. ---------- COL 2025-04-22

(a) A record delivered to the Director of Revenue and Taxation for filing pursuant to this Act must be signed as follows: (1) A limited cooperative association’s initial articles of organization must be signed by at least one (1) person acting as an organizer. (2) A statement of …

(a) If a person required by this Act to sign or deliver a record to the Director of Revenue and Taxation for filing under this Act does not do so, any other person that is aggrieved may petition the Superior Court of Guam to order: (1) the person to sign the record; (2) the perso…

(a) If a record delivered to the Director for filing under this Act and filed by the Director contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from a person that signed the record or caused another to si…

(a) To be filed by the Director of Revenue and Taxation pursuant to this Act, a record must be received by the Director, comply with this Act, and satisfy the following: (1) The filing of the record must be required or permitted by this Act. (2) The record must be physically deli…

Except as otherwise provided in § 17206 and subject to § 17207(d), a record filed under this Act is effective: (a) on the date and at the time of its filing by the Director, as provided in § 17208; (b) on the date of filing and at the time specified in the record as its effective…

(a) A record delivered to the Director of Revenue and Taxation for filing may be withdrawn before it takes effect by delivering to the Director for filing a statement of withdrawal. (b) A statement of withdrawal must: (1) be signed by each person that signed the record being with…

(a) A person on whose behalf a filed record was delivered to the Director of Revenue and Taxation for filing may correct the record if: (1) the record at the time of filing was inaccurate; (2) the record was defectively signed; or (3) the electronic transmission of the record to …

(a) The Director of Revenue and Taxation shall file a record delivered to the Director for filing which satisfies this Act. The duty of the Director under this Section is ministerial. (b) When the Director files a record, the Director shall record it as filed on the date and at t…

(a) On request of any person, the Director of Revenue and Taxation shall issue a certificate of good standing for a limited cooperative association or a certificate of registration for a registered foreign cooperative. (b) A certificate under Subsection (a) of this Section must s…

(a) A limited cooperative association or registered foreign cooperative shall deliver to the Director for filing an annual report that states: (1) the name of the association or foreign cooperative; (2) the name and street and mailing addresses of its registered agent in Guam; (3…

The filing fee for records filed under this Article shall be determined by the Director of Revenue and Taxation in accordance with the provisions of Chapter 9, 5 GCA. ARTICLE 3 ORGANIZATION OF LIMITED COOPERATIVE ASSOCIATION

(a) One (1) or more persons may act as organizers to form a limited cooperative association by delivering to the Director of Revenue and Taxation for filing articles of organization. (b) The articles of organization must state: (1) the name of the limited cooperative association,…

(a) After a limited cooperative association is formed: (1) if initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organi…

(a) Bylaws must be in a record and, if not stated in the articles of organization, must include: (1) a statement of the capital structure of the limited cooperative association, including: (A) the classes or other types of members’ interests and relative rights, preferences, and …

(a) A limited cooperative association may amend organic rules under this Article for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under § 17303. (b) Unless the organic rules otherwise provide, a member does not have a vest…

(a) Except as provided in § 17401(a), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either: (1) a majority of the board of directors, or a greater percentage if required by the organic rules; or (2…

(a) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (b) A non-substantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on …

(a) This Section applies if the articles of organization or bylaws provide for voting by district or class, or if there is one (1) or more identifiable voting groups that a proposed amendment to the articles of organization or bylaws would affect differently from other members wi…

(a) Subject to § 17404 and Subsections (c) and (d) of this Section, an amendment to the articles of organization must be approved by: (1) at least two-thirds of the voting power of patron members present at a members meeting called under § 17402; and (2) if the limited cooperativ…

A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended…

(a) To amend its articles of organization, a limited cooperative association must deliver to the Director for filing an amendment of the articles, or restated articles of organization or articles of merger, interest exchange, conversion, or domestication pursuant to Article 16, w…

To begin business, a limited cooperative association must have at least two (2) patron members.

(a) For a limited cooperative association with more than one (1) member upon formation, those persons become members as agreed by the persons before the formation of the association. The organizer acts on behalf of the persons in forming the association and may be, but need not b…