Title 18 — Business Structure and Function

(a) A corporation may be dissolved at any time by the Superior Court upon the voluntary application of a majority of the members or of the stockholders holding at least two-thirds (2/3) of all shares of stock issued or subscribed. COL070307 (b) The Director of Revenue and Taxatio…

Every corporation heretofore or hereafter formed, and existing under the laws of the Territory of Guam, may at any time prior to the expiration of the term of its corporate existence extend such term to a period not exceeding fifty (50) years from the date of such extension. Such…

The application for dissolution must be in writing and shall set forth all claims and demands against the corporation, and that, at a meeting of the members or stockholders of the corporation called for that purpose, the dissolution of the corporation was resolved upon by a major…

The application for dissolution must be signed by a majority of the board of directors or other officers having the management of the affairs of the corporation and must be verified by the president or secretary or clerk or some director of the corporation. SOURCE: CC § 402a.

Notice of the application for dissolution must be given by the clerk of the court upon order of the court by publication for not less than thirty (30) days nor more than sixty (60) days of notice. The notice must be posted in at least three (3) public places at the place where th…

On or before the date on which the right of objection expires as declared in the notice, any person may file objections to the dissolution of the corporation. The issue made by the application and the objection thereto shall be tried by the court upon five (5) days' notice to the…

The application, notices thereof, and proof of publication and posting of notices, the objections filed to the dissolution, if any there be, the declaration of dissolution, and the evidence and proofs taken of dissolution shall constitute the record in the case, and an appeal fro…

Very domestic corporation may file with the Director of Revenue and Taxation a designation of a natural person, residing at a stated address in Guam, as its agent, for the purpose of service of process, and the delivery, to such agent, of a copy of any process against such corpor…

No right or remedy in favor of or accrued against any corporation, its stockholders or officers, nor any liability incurred by any such corporation, its stockholders or officers, shall be removed or impaired either by the COL070307 subsequent dissolution of said corporation or by…

The right of eminent domain is not granted to any corporation in Guam. SOURCE: CC § 404a. NOTE: This section applies only to corporations created or authorized under this Part. See 12 GCA for those public corporations which may exercise, or request the govern- ment to exercise, t…

As used in this Chapter, unless the context otherwise requires: (a) Department shall mean the Department of Revenue and Taxation. COL070307 (b) Director shall mean the Director of the Department of Revenue and Taxation. (c) Person shall mean any individual, firm, partnership, ass…

(a) A foreign corporation shall not transact business in Guam until it obtains both a business license and a certificate of authority to do so from the Director of the Department of Revenue and Taxation. (b) Without excluding other activities which may not be considered to be tra…

(a) No foreign corporation transacting business on Guam without a business license and a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court on Guam until it obtains both a business license and a certificate of authority to transact…

(a) A foreign corporation may apply for a certificate of authority to transact business on Guam by delivering an application to the Director of the Department of Revenue and Taxation for filing. The application shall set forth: COL070307 (1) the name of the foreign corporation or…

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…

This Chapter shall be known and may be cited as the Professional Corporation Act. SOURCE: CC § 450.

As used in this Chapter: (a) Professional services means any type of professional services which may be lawfully rendered only pursuant to a license, certification or registration authorized by the Business License Law (11 GCA Chapter 26). (b) Professional corporation means a cor…

This chapter shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to this Chapter, nor shall anything herein contained alter or affect any right or privilege, whether under any existing or f…

The provisions of the General Corporation Law [Chapters 1 through 7 of this Part] shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions of this Chapter. A professional corporation which has only one shareho…

A corporation may be formed under the General Corporation Law for the purposes of qualifying as a professional corporation in the manner provided in this Chapter and rendering professional services. The articles of incorporation of a professional corporation shall contain a speci…

Subject to the provisions of '13404, a professional corporation may lawfully render professional services, but only through employees who are licensed persons. The corporation may employ persons not so licensed, but such persons shall not render any professional services rendered…