Title 18, Business Structure and Function

Every corporation has the power: (a) Of succession of its corporate name for the period of time limited in the articles of incorporation and not exceeding the time pre- scribed by law; (b) To sue and be sued in any court; (c) To transact the business for which it was lawfully org…

No corporation created under this Part shall possess or exercise any corporate powers except those conferred by this Part and except such as are necessary to the exercise of the powers so conferred. SOURCE: CC § 354a.

No corporation doing business in Guam or receiving any grant, franchise, or concession from the government of Guam shall use, employ or contract for the labor of persons claimed or alleged to be held in involuntary servitude, and any corporation violating the provisions of this s…

The enumeration in the articles of the objects, purposes, powers and authorized business of the corporation shall have no effect other than as between the corporation and its directors or officers, as an authorization to the directors and as a limitation upon the actual authority…

No corporation organized under this Part shall create or issue bills, notes, or other evidence of debt for circulation as money, and no corporation shall issue stock or bonds except in exchange for actual cash paid to the corporation or for property actually received by it at a f…

The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended. SOURCE: CC § 357.

Time Limit. If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two years from the date of its incorporation, its corporate powers cease. The due incorporation of any corporation claiming in good faith t…

Bonded indebtedness. No corporation shall increase or diminish its capital stock, or incur, create, or increase any bonded indebtedness unless, at a stockholders' meeting regularly called for the purpose, two-thirds (2/3) of the entire corporate capital stock subscribed shall fav…

Any corporation may amend its articles of incorporation by a majority vote of its board of directors or trustees and the vote or written assent of two-thirds (2/3) of its members, if it be a nonstock corporation, or, if it be a stock corporation, by the vote or written assent of …

Whenever any person shall be organized or formed or exist under the laws of this Territory other than as a corporation incorporated pursuant to this Part which if it were such a corporation would be an Investment Company or International Finance Company and is an association taxa…

Assets. (a) A corporation may, on the terms and conditions and for the consideration fixed by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, d…

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corpo…

All business corporations shall keep and carefully preserve a record of all business transactions, and a minutes [sic] of all meetings of directors, members, or stockholders, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the noti…

Business corporations must also keep a book to be known as the stock and transfer book, in which must be kept a record of all stock, the names of the stockholders or members alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been mad…

The Governor of Guam may at any time order the Attorney General, the Director of Revenue & Taxation, or any other officer of the government to make an examination into the business affairs, administration, and condition of any corporation transacting business in Guam and thereupo…

The Attorney General, the Director of Revenue & Taxation, or other officer designated, as the case may be, shall make a full and complete report to the Governor of Guam of the examination made by him, together with his recommendations and the Governor, if he deems proper, shall d…

The Attorney General, the Director of Revenue & Taxation, or other officer designated by the Governor of Guam to make the examination, shall not disclose to anyone other than the Governor or his aides, the details or results of the examination or investigation. If the officer des…

COL021307 (a) Each domestic corporation and each foreign corporation authorized to transact business on Guam shall deliver to the Director of the Department of Revenue and Taxation for filing a sworn annual report that sets forth: (1) the name of the corporation and the state or …

For the satisfaction of any judgment against any person, company, or corporation having any franchise other than the franchise of being a corporation, such franchise, and all the rights and privileges thereof, may be levied upon and sold under execution, in the same manner and wi…

The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation…

COL021307 The purchaser or his assignee in entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name …

The person, company, or corporation whose franchise is sold, as in this Article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale. SOURCE: CC § 391.

Redemption from any such sale may be had as provided in Title 7 of this Code in the case of redemption from sale of real estate on execution. SOURCE: CC § 392. --------- COL021307 COL021307