Title 18, Business Structure and Function

COL070307 (a) A foreign corporation authorized to transact business on Guam must obtain an amended certificate of authority from the Director of the Department of Revenue and Taxation if it changes: (1) its corporate name; (2) the period of its duration; (3) the state or country …

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business on Guam; subject, however, to the right of the government of Guam to suspend or revoke such authority and certificate as provided in this Chapter and all applicable laws o…

(a) If the corporate name of a foreign corporation does not satisfy the requirements of '2110, the foreign corporation to obtain or maintain a certificate of authority to transact business on Guam: COL070307 (1) may add the word >corporation,= >incorporated,= >company,= or >limit…

(a) Each foreign corporation authorized to transact business on Guam shall continuously maintain on Guam: (1) a registered office that may be the same as any of its places of business; and (2) a registered agent, who shall be: (i) an individual who resides on Guam and whose busin…

Corporation. (a) A foreign corporation authorized to transact business on Guam may change its registered office or registered agent, or both, by delivering to the Director of the Department of Revenue and Taxation for filing a statement of change that sets forth: (1) the name of …

(a) The registered agent of a foreign corporation may resign the registered agent=s agency appointment upon signing and delivering to the Director of the Department of Revenue and Taxation for filing the original and two (2) exact or conformed copies of a statement of resignation…

Corporation. (a) Whenever the Articles of Incorporation of a foreign corporation authorized to transact business on Guam are amended, such foreign corporation shall, within thirty (30) days after such amendment becomes effective, file in the office of the Director of the Departme…

COL070307 The Attorney General may bring an action to restrain a foreign corporation from transacting business on Guam without authority any business for which authority is required by this Chapter; any business which it is not authorized to do in its jurisdiction of incorporatio…

(a) The registered agent of a foreign corporation authorized to transact business on Guam is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the foreign corporation. (b) A foreign corporation may be served by registere…

(a) A foreign corporation authorized to transact business on Guam may not withdraw from Guam until it obtains a certificate of withdrawal from the Director of the Department of Revenue and Taxation. (1) A foreign corporation authorized to transact business on Guam may apply for a…

The Director of the Department of Revenue and Taxation may commence a proceeding under § 7116 of this Title to revoke the certificate of authority of a foreign corporation authorized to transact business on Guam if: (a) the foreign corporation does not deliver its annual report t…

(a) If the Director of the Department of Revenue and Taxation determines that one (1) or more grounds exist under § 7115 of this Chapter, for revocation of a certificate of authority, the Director of the Department of Revenue and Taxation shall serve the foreign corporation with …

(a) A foreign corporation may appeal the Director=s revocation of its certificate of authority to the Superior Court of Guam within thirty (30) days after service of the notice of revocation is perfected under § 7113. The foreign corporation appeals by petitioning the Court to se…

(a) A foreign corporation whose certificate of authority has been revoked pursuant to § 7116 may apply to the Director of the Department of Revenue and Taxation for reinstatement at any time after the effective date of revocation of authority. The application must: (1) recite the…

Any foreign corporation not formed, organized or existing under the laws of Guam shall be bound by all laws, rules and regulations applicable to domestic corporations of the same class, save and except such only as provided for the creation, formation, organization, or dissolutio…

Registration and Filing Requirements; Fee; Time of Registration; Form; Penalty; Transact Business Definition. (a) (1) Before transacting business in Guam, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirement…

of Termination; Withdrawal of Registration; Fee. (a) The registration of a foreign limited partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with the Department of Revenue and Taxation, a…

(a) The laws of the state or foreign country under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability and authority of its managers and members. (b) A foreign limited liability company may not be denied regi…

Standing; Cancellation; Notice. (a) Before transacting business in Guam, a foreign limited liability company shall register with the Department of Revenue and Taxation. In order to register, a foreign limited liability company shall submit to the Department of Revenue and Taxatio…

Company Name; Requirements. (a) If the Department of Revenue and Taxation finds that an application for registration conforms to law and all requisite fees have been paid, the Department of Revenue and Taxation shall issue a certificate of registration to transact business in Gua…

(a) A foreign limited liability company must use a fictitious name to transact business in Guam if its real name is unavailable and it delivers to the Department of Revenue and Taxation for filing a copy of the resolution of its managers, in the case of a manager-managed company,…

Amendment; Filing. If any statement in the application for registration of a foreign limited liability company was false when made or any statements made have become erroneous, the foreign limited liability company shall promptly file in the Department of Revenue and Taxation an …

(a) Activities of a foreign limited liability company that do not constitute transacting business in Guam within the meaning of this Article to include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its members or managers or carrying on…

A foreign limited liability company may cancel its registration by filing with the Department of Revenue and Taxation a certificate of cancellation signed by a person with authority to do so under the laws of the state of its organization. A cancellation does not terminate the au…

Requirement; Failure to Register; Penalty; Liability of Members for Company Debts and Obligations; Agent for Service of Process. (a) A foreign limited liability company transacting business in Guam shall not maintain any action, suit, or proceeding in any court of Guam until it h…

Business. The Attorney General may bring an action to restrain a foreign limited liability company from transacting business in Guam in violation of this Chapter.

Liability Company. The certificate of registration of a foreign limited liability company to transact business in Guam may be revoked by the Department of Revenue and Taxation, if any of the following events occur: (1) The foreign limited liability company fails to: (a) Pay any f…

If a statement in the application for registration of a foreign limited liability company was false when made, or any arrangements, or other facts described have changed, making the application inaccurate in any respect, a foreign limited liability company shall promptly file wit…

Before transacting business in Guam, a foreign limited liability company shall obtain a certificate of registration. An applicant for a certificate of registration shall pay the required filing fee and shall submit to the Department of Revenue and Taxation an application for regi…

(a) A foreign limited liability company transacting business in Guam may not maintain an action, or proceeding in Guam, unless it has a certificate of authority to transact business in Guam. (b) The failure of a foreign limited liability company to have a certificate of authority…