Title 18, Business Structure and Function

Articles of incorporation shall state: (1) The name of the corporation. (2) The purpose for which it is formed. (3) The place where the principal office of the corporation is to be established or located, which place must be in Guam. (4) The term for which it is to exist, not exc…

Before any corporation may file with the Director of Revenue and Taxation its articles or an amendment to its articles, or an agreement for consolidation or merger, which would permit the corporation to conduct the business of acting as executor, administrator, guardian of estate…

Before filing the articles of incorporation, the Director of Revenue and Taxation shall collect and receive for filing such articles in accordance with provisions of this Part, a fee of One Hundred Dollars ($100.00). SOURCE: CC § 290b; amended by P.L. 16-47:2 (10/24/81). Amended …

Each person named therein as director must sign the articles of incorporation and acknowledge such execution before a person authorized by law to administer oaths. SOURCE: CC § 292. No § 291 existed in the Civil Code. CROSS-REFERENCES: See 6 GCA § 4308 relative to unsworn declara…

The Director of Revenue and Taxation shall not file the articles of incorporation unless accompanied by a sworn statement of the treasurer elected by the subscribers showing that at least twenty percentum (20%) of the entire capital stock has been subscribed, and that at least tw…

The Director of the Department of Revenue and Taxation shall not file any Articles of Incorporation submitted by a corporation unless the corpo- rate name of such corporation meets all of the following requirements: (a) shall contain the word >corporation,= >incorporated,= >compa…

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name, for a foreign corporation whose corporate name is not available, by delivering an application to the Director of the Department of Revenue and Taxation for filing. The application must se…

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by § 7107, if the name is distinguishable upon the records of the Director of the Department of Revenue and Taxation from the corporate names that are not available under §…

The Director of Revenue and Taxation on filing of the articles of incorporation provided by this Part to be filed, shall issue to the incorporators a certificate, under the seal of his office, setting forth that such articles of incorporation have been duly filed in his office in…

A copy of any articles of incorporation filed with the Director of Revenue and Taxation in pursuance of this Part and duly certified by the COL070307 Director shall be received in the courts and all other places as prima facie evidence of the facts therein stated. SOURCE: CC § 29…

Company. Notwithstanding any other provision of this Part, an Investment Company or an International Finance Company may, if its articles of incor- poration so provide, as to any of the following: (a) Authorize the issuance of one or more classes of stock or one or more series of…

and Stockholders. Except as may otherwise be provided in the articles of incorporation of an Investment Company or an International Finance Company, the stockholders or members of any such corporation shall not be personally liable for the payment of the debts of any such corpora…

Finance Companies. (a) The following provisions of this Part shall not apply to any Investment Company or to any International Finance Company: (1) § 2108; (2) § 2109; COL070307 (3) § 2110(c); (4) § 2201; (5) § 2202, to the extent (i) that notice to any stockholder whether in or …

The following provisions of this Part shall not apply to any FSC: § 2205, to the extent that directors need not be elected from among the holders of stock; § 2206; [and] § 2208, to the extent that the president need not be a director. In addition to the above exemptions, no offic…

(a) As used in this section: (1) Director means any person who is or was a director or nominee director of a FSC and any person who, while a director of the FSC, is or was serving at the request of the FSC as a director, nominee director, officer, partner, trustee, employee or ag…

COL070307 If the articles of incorporation or the by-laws so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the ext…

Every corporation formed under this Part must, within one (1) month after the filing of articles of incorporation with the Director of Revenue and COL070307 Taxation, adopt a code of bylaws for its government. These bylaws shall be consistent with its articles of incorporation an…

At the meeting for the adoption of the original bylaws, or at such subsequent meeting as may be then determined, directors shall be elected to hold their offices for one (1) year and until their successors are elected and qualified. Thereafter the directors of the corporation sha…

A corporation may, unless otherwise prescribed by this Part, in its bylaws prescribe: (1) For the time, place, and manner of calling and conducting regular or special meeting of its directors, and the time and manner of calling and conducting regular or special meetings of stockh…

The owners, of a majority of the paid up capital stock, entitled to vote, or a majority of the members if there be no capital stock, may, at a regular or special meeting duly called for the purpose, amend or repeal any bylaw or adopt new bylaws. The owners of two-thirds (2/3) of …

Unless otherwise provided in this Part, the corporate powers of all corporations formed under this Part shall be exercised, all business of such corporations conducted, and all property of such corporations controlled and held by a board of not less than three (3) nor more than e…

COL070307 The Articles of Incorporation or Bylaws may prescribe qualifications for directors. A director need not be a resident of Guam unless the Articles of Incorporation or Bylaws so prescribe. SOURCE: CC § 306; amended by P.L. 3-15 (7/14/55); and by P.L. 8-51 (8/2/65). Repeal…

At elections of directors there must be present, either in person or by representative authorized to act by written proxy, the owners of the majority of the paid up capital stock entitled to vote, or, if there be no capital stock, then a majority of the members entitled to vote. …

Immediately after election the directors of a corporation must organize by the election of the president, who must be one of their number, a secretary or treasurer who shall be a resident of Guam and such other officers as may be provided for in the bylaws. The directors and offi…

Directors of a corporation may be removed from office by a vote of two-thirds (2/3) of the members entitled to vote, or, if the corporation be a stock corporation, by the vote of the stockholders holding or representing two-thirds (2/3) of the paid up capital stock entitled to vo…

Whenever, from any cause, there is no person authorized to call a meeting, or when the officer authorized to do so refuses, fails, or neglects to call a meeting, the judge of the Superior Court, on the showing of good cause thereof, may issue an order to any stockholder or member…

Executors, administrators, guardians, or other persons in a position of trust, and legally authorized may vote as stockholders upon stock held in their representative capacity. SOURCE: CC § 313.

Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the Superior Court must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the el…

If for any cause no meeting is held on the day fixed and appointed by law or by the bylaws of the corporation for holding the election of directors a meeting may be called for that purpose either by the directors or as provided in § 2210 hereof; and, at the meeting held in pursua…

Any officer of a corporation who willfully gives a certificate or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its busi- COL070307 ness, which is false in any material representation s…

The proceedings had and the business transacted at any meeting of the stockholders or members of a corporation, if within the powers of the corporation, shall be valid even if the meeting be improperly held or called: Provided, that the stockholders or members of the corporation …

The meeting of the members or stockholders of a corporation shall be held at the place where the principal office of the corporation is established or located and where practicable, in the principal office of the corporation. Directors' meeting may be held at the place fixed in t…

When all the directors of a corporation are present at any directors' meeting, however called or noticed, and sign a written consent thereto, on the record of such meeting, or if the majority of the directors are present, and if those not present sign in writing a waiver of notic…