Title 18 — Business Structure and Function

Transfer of Personal Property. The capital stock of stock corporations shall be divided into shares for which certificates signed by the president or vice president, countersigned by the secretary or clerk and sealed with the seal of the corporation, shall be issued in accordance…

Votes. Subscribers for stock shall pay to the corporation quarterly, on all unpaid subscriptions, interest from the date of subscription at the rate of COL021307 six (6) percentum per annum unless otherwise provided in the bylaws. No certificate of stock shall be issued to a subs…

Shares of stocks in corporations standing on the books of the corpora- tion in the name of a married woman may be transferred by her, her agent or attorney, without the signature of her husband, and in the same manner as if such married woman were a feme sole. All dividends payab…

When the shares of stock in a corporation are owned by parties residing out of Guam, the president, secretary, or directors of the corpo- ration, before entering any transfer of the shares on its books, or issuing a certificate therefor to the transferee, may require from the att…

All notices to stockholders in Guam shall be written or printed and delivered personally to each stockholder, unless otherwise provided in this Part, at least ten (10) days prior to any meeting or other action to which the notice applies. Service of said notices may be proved pri…

fraction of Share or to Permit or Recognize Transfers of Less than Whole Shares. In the absence of a contrary provision in the articles or bylaws, a corporation shall not be obligated (a) to issue either a fraction of a share or a scrip or other certificate evidencing such fracti…

The board of directors or trustees of any stock corporation formed, organized, or existing under this Part may at any time declare due and payable to the corporation unpaid subscriptions to the capital stock and may collect the same with interest accrued thereon or such percentag…

The order of the board of directors declaring payable any unpaid subscriptions to the capital stock shall state what percentage of the unpaid subscription is due and payable when, where, and to whom payable, the date of delinquency, which must be subsequent to the full term of pu…

Notice of the order declaring unpaid subscriptions to the capital stock due and payable shall be given by the secretary or clerk of the corporation substantially in the following form: (Here insert name of corporation in full and location of principal office.) Notice is hereby gi…

Notice of the call for unpaid subscriptions must be served personally upon each stockholder resident in Guam. If absent from Guam such notice must be served upon each stockholder by depositing the notice in the post office, registered mail, postage prepaid, properly addressed to …

f the whole or any part of the subscription on unpaid capital stock with interest accrued is unpaid on the date of delinquency, such unpaid stock COL021307 becomes subject to sale, and the secretary or clerk, unless otherwise ordered by the board of directors, must give notice of…

Notices of delinquency and sale of stock must be served and publicly posted as provided in § 3105 of this Part. SOURCE: CC § 335a.

From and after the publication of the notices of delinquency and sale of stock for unpaid subscriptions, the corporation acquires jurisdiction to sell and convey all of the stock described in the notices of sale, but the corpora- tion must sell no more of the stock mentioned in t…

The dates fixed, in any call for unpaid subscription or in any notice of delinquency and sale of stock for unpaid subscription, published according to the provisions of this Chapter, may be extended from time to time for a period of not more than thirty (30) days, by order of the…

(1) On the day and the place and hour of sale specified in the notices of delinquency and sale of stock for unpaid subscription, the secretary or clerk shall, unless otherwise ordered by the board of directors, sell or cause to be sold at public auction, to the highest bidder, fo…

COL021307 The legal title to all stock purchased by the corporation at sales of stock for unpaid subscription is vested in the corporation, and the stock so purchased may be disposed of by the stockholders in accordance with law and the bylaws of the corporation by majority vote …

No action can be sustained to recover stock sold for delinquent unpaid subscription upon the ground of irregularity or defect in the calls for such unpaid subscription, or irregularity or defect in the notice of delinquency and sale, or in the sale itself of stock for unpaid subs…

The posting of the notices of call for unpaid subscriptions and notices of delinquency and sale of stock for unpaid subscriptions may be proved prima facie by affidavit of the secretary or clerk or other officer of the corporation, and the publication of such notices may be prove…

COL021307 Nothing in this Part shall prevent the directors from collecting, by action in any court of proper jurisdiction, the amount due on any unpaid subscription, together with accrued interest and costs and expenses incurred. SOURCE: CC § 340.

No stock delinquent for unpaid subscription shall be voted or entitled to a vote or representation at any stockholders' or directors' meeting, or for any corporate purpose whatever. SOURCE: CC § 341. ------------ ARTICLE 3 RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES SOURCE: Th…

In this Chapter: (a) “Beneficial stockholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record stockholder. (b) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving …

(a) A stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If stockholder approval is required for the mer…

(a) A record stockholder may assert the dissenter’s right as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by anyone (1) person and notifies the corporation in writing of the name and address of each person o…

(a) If proposed corporate action creating dissenters' rights under § 3302 is submitted to a vote at a stockholders' meeting, the meeting notice must state that stockholders are or may be entitled to assert dissenters' rights under Articles 3 and 4 of this Chapter and be accompani…

(a) If proposed corporate action creating dissenters' rights under § 3302 of this Chapter is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert dissenters' rights: (l) Must deliver to the corporation before the vote is taken written notice of his i…

(a) If proposed corporate action creating dissenters' rights under § 3302 of this Chapter is authorized at a stockholders' meeting, the corporation shall deliver a written dissenters’ notice to all stockholders who satisfied the requirements of § 3402 of this Article. (b) The dis…

(a) A stockholder sent a dissenters' notice described in § 3403 of this Article must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 3403 (b) (3), and deposit his certi…

(a) The corporation may restrict the transfer of un certificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under § 3407 of this Article. (b) The person for whom dissenters' rights are as…

(a) Except as provided in § 3408 of this Article, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with §3404 the amount the corporation estimates to be the fair value of his shares, plus…

(a) If the corporation does not take the proposed action within sixty COL021307 (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertifi…

A dissenter who was not the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to stockholders of the terms of the proposed corporate action waives his right to demand payment with respect to s…

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate less any payment under §3406 of this Article, or reject the corporation's offer under § 3408 and demand payment…

(a) If a demand for payment under § 3409 of this Chapter remains unsettled, the corporation shall petition the Superior Court within sixty (60) days after receiving the payment demand to determine the fair value of the shares and accrued interest. If the corporation does not comm…

(a) The court in an appraisal proceeding commenced under § 3501 shall determine all costs of the proceeding, including the reasonable COL021307 compensation and expenses of appraisers appointed by the court. The Court shall assess the costs against the corporation, except that th…