Title 18, Business Structure and Function

In any case not provided for in this Chapter, the rules of law and equity, including the law merchant, shall govern. SOURCE: CC § 2398. CROSS-REFERENCES: See 13 GCA, Uniform Commercial Code and 14 GCA, Uniform Consumer Credit Code for codification of what was known as the "law me…

(1) A partnership is an association of two or more persons to carry on as co-owners a business for profit and includes a registered limited liability partnership. (2) But any association formed under any other law of Guam or any law adopted by authority, other than the authority …

In determining whether a partnership exists, these rules shall apply: (1) Except as provided by § 25308, persons who are not partners as to each other are not partners as to third persons. COL070307 (2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, …

(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (3…

(1) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member, …

(1) Where title to real property is in the partnership name, any partner may convey title to such property by conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of paragrap…

COL070307 An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this Chapter is evidence against the partnership. SOURCE: CC § 2405.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it…

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership, or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partner…

The partnership is bound to make good the loss: (a) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the course of its business receives money or property of a thir…

Except as provided in paragraph (c) of this Section all partners are liable: COL070307 (a) Jointly and severally for everything chargeable to the partnership under § 25305 and § 25306. (b) Jointly for all other debts and obligations of the partnership; but any partner may enter i…

(1) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to any one, as a partner in an existing partnership or with one or more persons not actual partners, he is liable to any such person to whom such representatio…

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except this liability shall be satisfied only out of partnership prop…

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and shar…

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. SOURCE: CC § 2413.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability. SOURCE: CC § 2414.

(1) Every partner must account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him o…

Any partner shall have the right to a formal account as to partnership affairs: (a) If he is wrongfully excluded from the partnership business or possession of its property by the copartners; (b) If the right exists under the terms of any agreement; (c) As provided in § 25404; (d…

(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking COL070307 without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as i…

The property rights of a partner are (1) his rights in specific partnership property, (2) his interest in the partnership, and (3) his right to participate in the management. SOURCE: CC § 2418.

(1) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership. (2) The incidents of his tenancy are such that: (a) A partner, subject to the provisions of this Chapter and to any agreement between the partners, has an equal right …

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property. SOURCE: CC § 2420.

(1) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or adminis…

On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt, with interest the…

The dissolution of a partnership is the change in the relationship of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. The fee for the filing a dissolution of a partnership shall be Twenty-five Do…

On dissolution, the partnership is not terminated, but continues until the winding up of partnership affairs is completed. SOURCE: CC § 2424.

Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified on the agreement; (b) By the express will of any partner when no definite term or particular undertaking is specifie…

(1) On application by or for a partner the court shall decree a dissolution whenever: (a) A partner has been declared a lunatic in any judicial proceeding or is shown to be of unsound mind; (b) A partner becomes in any other way incapable of performing his part in the partnership…

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners, (a) When the dissolution is not by the act, …

Dissolution. Where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: (a) the disso…

Dissolution. (1) After dissolution a partner can bind the partnership except as provided in paragraph (3): (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partnership i…

(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the …

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, have the right to wind up the partnership affairs; provided, however, that any partner, his legal representative, or hi…

(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect to their interests in the partnership, unless otherwise agreed, may have the partnership prope…

Misrepresentation. Where a partnership contract is rescinded on the ground of the fraud of misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled: (a) To a lien on, or right of retention of, the surplus of…

COL070307 In settling accounts between the partners after the dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are: (i) The partnership property, (ii) The contributions of the partners necessary for th…

(1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in the partnership property to two or more of the partners, or to one or more of the partners and one or m…

Business is Continued. When any partner retires or dies, and the business is continued under any of the conditions set forth in § 25613(1), (2), (3), (5), (6), or § COL070307 25610(2)(b) without any settlement of accounts as between him or his estate and the person or partnership…

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the c…

(a) To become and to continue as a registered limited liability partner- ship, a partnership shall file with the Department of Revenue and Taxation an application stating the name of the partnership; the address of its principal office; the number of the partners; a brief stateme…

Partners. Every partnership that is not formed in accordance with the law concerning special partnerships, and every special partnership as far only as COL070307 those partners who are not special partners are concerned, is a general partnership. Every partner who is not a specia…

The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created by or defined in Chapter 20 of this Title shall be given full force and effect notwithstanding any provision i…