Title 18 — Business Structure and Function

The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.

(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform servi…

(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association: (1) The agreement is irrevocable for six (6) months after the agreement i…

(a) The organic rules may provide for allocating profits of a limited cooperative association among members, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as…

(a) Unless the organic rules otherwise provide and subject to § 171007, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (b) Unless the organic rules otherwise provide, distributions to members may be made in any fo…

Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authoriz…

(a) In this Section, “distribution” does not include reasonable compensation for present or past services or other payments made in the ordinary course of business for commodities or goods or under a bona fide retirement or other bona fide benefits program. (b) A limited cooperat…

(a) If a director of a limited cooperative association consents to a distribution made in violation of § 171007 and in consenting to the distribution fails to comply with § 17818, the director is personally liable to the association for the amount of the distribution that exceeds…

[Reserved.]

This Chapter shall be known as the “Guam Uniform Limited Cooperative Association Act.”

[Reserved.] ARTICLE 11 DISSOCIATION

Unless the context otherwise requires, the definitions set forth herein shall govern the construction and interpretation of this Chapter. (a) “Articles of Organization” means the articles of organization of a limited cooperative association required by § 17301 of this Act. The te…

(a) A limited cooperative association organized under this Act is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining: (1) ownership, financing…

(a) A limited cooperative association is an entity distinct from its members. (b) A limited cooperative association may be organized for any lawful purpose and for a public benefit, regardless of whether for profit, except designated prohibited purposes under Guam law. (c) Unless…

A limited cooperative association has the capacity to sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs. An association may maintain an action against a member for harm caused to the association by th…

Guam law governs: (a) the internal affairs of a limited cooperative association; and (b) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.

(a) This Act does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign c…

A limited cooperative association shall not be exempt from federal or local trade or antitrust laws.

(a) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this Act, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and …

(a) Subject to Subsection (b) of this Section, a limited cooperative association shall maintain in a record available at its principal office: (1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and off…

(a) A person has the power to dissociate as a member at any time. (b) Unless the organic rules otherwise provide, a member’s dissociation from a limited cooperative association is wrongful only if: (1) it is in breach of an express provision of the organic rules; or (2) it occurs…

(a) When a person is dissociated as a member: COL 2025-04-22 (1) the person’s right to participate as a member in the management and conduct of the limited cooperative association’s activities and affairs terminates; and (2) subject to § 171103 and Article 16, any financial right…

If a member dies, the deceased member’s legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under § 17505. ARTICLE 12 DISSOLUTION

Subject to §§ 17818 and 17819 and except as otherwise provided in organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member. COL…

A person shall not have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person is subject to this Act and the organic rules governing patron members. When such person acts as an investor member, the person is subject to …

(a) Use of the term “cooperative” or its abbreviation under this Act is not a violation of the provisions restricting the use of the term under 18 GCA § 13122 or any other law or rule or regulation of Guam. (b) The name of a limited cooperative association must contain the phrase…

I Liheslaturan Guåhan has the power to amend or repeal all or part of this Act at any time, and all limited cooperative associations and foreign cooperatives subject to this Act are governed by the amendment or repeal of this Act.

Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act.

(a) A person may reserve the exclusive use of a name that complies with § 17113 of this Act by delivering an application to the Director of Revenue and Taxation for filing. The application must set forth the name and address of the applicant and the name to be reserved. If the Di…

(a) A foreign cooperative not registered to do business in Guam under Article 15 of this Act may register its name, or an alternate name adopted pursuant to § 171506, if the name is distinguishable upon on the records of the Director of Revenue and Taxation from the names that ar…

(a) Each limited cooperative association and each registered foreign cooperative shall designate and maintain a registered agent in Guam. The designation of a registered agent is an affirmation of fact by the association or foreign cooperative that the agent has consented to serv…

Association. (a) A limited cooperative association or registered foreign cooperative may change its registered agent or the address of its registered agent by delivering to the Director of Revenue and Taxation for filing a statement of change that states: (1) the name of the asso…

(a) A registered agent may resign as agent for a limited cooperative association or registered foreign cooperative by delivering to the Director of Revenue and Taxation for filing a statement of resignation that states: (1) the name of the association or foreign cooperative; (2) …

A limited cooperative association is dissolved only as provided in this Article and upon dissolution winds up in accordance with this Article.

(a) Except as otherwise provided in §§ 171203 and 171215, a limited cooperative association is dissolved and its activities must be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action of the association’s organ…

(a) The Superior Court of Guam may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (1) in a proceeding initiated by the Attorney General of Guam, if: (A) the association obtained its articles of organizatio…

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

(a) Except as otherwise provided in § 171204, for a limited cooperative association to voluntarily dissolve: (1) a resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (2) the board of d…

(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 171207, the association continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the board of directors: (1) …

(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court of Guam has entered an order under § 171203 dissolving the association, or the Director of Revenue and Taxation has …

(a) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable …

(a) Except as otherwise provided in Subsection (d) of this Section, a dissolved limited cooperative association shall give notice of a known claim under Subsection (b) of this Section, which has the effect provided in Subsection (c) of this Section. (b) A dissolved limited cooper…

(a) If a registered agent changes its name or address, the agent may deliver to the Director of Revenue and Taxation for filing a statement of change that states: (1) the name of the limited cooperative association or registered foreign cooperative represented by the registered a…

(a) A dissolved limited cooperative association shall publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (b) A notice authorized under Subsection (a) of this Section must: (1) be published at …

(a) A dissolved limited cooperative association that has published a notice under § 171210 shall file an application with the Superior Court of Guam or, if the principal office or the registered agent are not COL 2025-04-22 located in Guam, where the office of its registered agen…

(a) A limited cooperative association that has dissolved or is about to dissolve shall deliver to the Director of Revenue and Taxation for filing a statement of dissolution that states: (1) the name of the association; (2) the date the association dissolved or will dissolve; and …

(a) A dissolved limited cooperative association that has completed winding up shall deliver to the Director for filing a statement of termination that states: (1) the name of the association; (2) the date of filing of its initial articles of organization; and (3) that the associa…

(a) The Director of Revenue and Taxation shall commence a proceeding under Subsection (b) of this Section to dissolve a limited cooperative association administratively if the association does not: (1) pay any fee, tax, interest, or penalty required to be paid to the Director no …

(a) A limited cooperative association that is administratively dissolved under § 171214 may apply to the Director of Revenue and Taxation for reinstatement no later than two (2) years after the effective date of dissolution. The application must state: (1) the name of the associa…

(a) If the Director of Revenue and Taxation denies a limited liability cooperative association’s application for reinstatement following administrative dissolution, the Director shall serve the association with a notice in a record that explains the reasons for the denial. (b) A …