Title 18 — Business Structure and Function

Statements: Voting Trusts: Proxies. Shares of capital stock in a professional corporation may be issued only to a licensed person, and any shares issued in violation of this restriction shall be void. Unless there is a public offering of securities by a professional corporation, …

COL120106 Shares in a professional corporation may be transferred only to a licensed person or to such professional corporation, and any transfer in violation of this restriction shall be void. A professional corporation may purchase its own shares without regard to any restricti…

The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation: (a) if all shareholders of such corporation shall at any one time become disqualified persons, or (b) if the sole shareholder shall become a disqualif…

A professional corporation may adopt any name permitted by law expressly applicable to the profession in which such corporation is engaged or by a rule or regulation of the governmental agency regulating such profession; provided, however, that such name shall not be substantiall…

A professional corporation shall be subject to the applicable rules and regulations adopted by, and all the disciplinary powers of, the governmental agency regulating the profession in which such corporation is engaged. Nothing in this Chapter shall affect or impair the disciplin…

(a) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its stockholders, if so required by § 9103 of this Chapter, approve a plan of merger. (b) The Plan of Merger must set forth: (1) The name of each corporati…

(a) A corporation may acquire all of the outstanding shares of one (1) COL070307 or more classes or series of another corporation if the board of directors of each corporation adopts and its stockholders, if required by § 9103 of this Chapter, approve the plan of share exchange. …

The fee for filing Articles of Merger of Share Exchange and a Certificate of Ownership shall be One Hundred Dollars ($100.00). SOURCE: Added by P.L. 29-002:V:I:60 (May 18, 2007).

(a) After adopting a Plan of Merger or Share Exchange, the board of directors of a corporation whose shares will be acquired in a share exchange shall submit the Plan of the Merger (except as provided in Subsection (g) of this Section) or Share Exchange for approval by its stockh…

(a) A parent corporation owning at least ninety percent (90%) of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself, or itself into the subsidiary, without approval of the stockholders of either constituent corporation if the con…

(a) After a plan of merger or share exchange is approved by the stockholders, or adopted by the board of directors if stockholder approval is not required, the surviving or acquiring corporation shall deliver to the Director for filing Articles of Merger or Share Exchange setting…

(a) When a merger takes effect: (1) Every other corporation that is a party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to all real estate and other property owned by ea…

(a) One (1) or more foreign corporations may merge or enter into a share exchange with one (1) or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign c…

Any number of persons, associated together for any lawful purpose other than pecuniary profit, may incorporate their said association, as provided in this Chapter. SOURCE: CC § 500. All SOURCE references in this Chapter are to the appropriate sections of the Civil Code as found i…

For the administration of the temporalities of any religious denomination, society, or church, and the management of the estates and properties thereof, it shall be lawful for the bishop, chief priest, or presiding elder of any such religious denomination, society, or church to b…

COL070307 In order to become a corporation sole, the bishop, chief priest, or presiding elder of any religious denomination, society, or church must file with the Director of Revenue & Taxation articles of incorporation setting forth the following facts: (a) That he is the bishop…

The articles of incorporation must be verified before filing by the bishop, chief priest, or presiding elder, as the case may be, and accompanied by a copy of the commission, certificate of election, or letters of appointment of such bishop, chief priest, or presiding elder, duly…

From and after the filing with the Director of Revenue & Taxation of the said articles of incorporation, verified by affidavit or affirmation as COL070307 aforesaid and accompanied by the copy of the commission, certificate of election, of letters of appointment of the bishop, ch…

The successors in office of any bishop, chief priest, or presiding elder incorporated as a corporation sole shall become the corporation sole on accession to office, and shall be permitted to transact business as such on filing with the Director of Revenue & Taxation a copy of th…

Any corporation sole may purchase and hold real estate and personal property for its church, charitable, benevolent, or educational purposes, and may receive bequests or gifts for such purposes. Such corporation may mortgage or sell real property held by it upon obtaining an orde…

Any religious society or religious order, or any diocese, synod, or district organization of any church, unless forbidden by the constitution, rules, regulations, or discipline of the religious order, society, or church of which it is a part, or by competent authority, may upon t…

Bylaws for the government of the corporation not inconsistent with law or with the constitution, bylaws, rules, regulations, or discipline of the religious society, religious order, or church of which the corporation forms a part may be adopted or amended at any regular meeting c…

The right to administer all temporalities and all property held or owned by a religious order or society, or by the diocese, synod, or district organization of any religious denomination or church shall, on its incorpora- tion, be held in trust for the use, purpose, behoof, and b…

Such corporations shall have the right to purchase, hold, mortgage, or sell real estate for its church, charitable, benevolent, or educational purposes by and with the consent of a majority of its membership. SOURCE: CC § 510.

It shall be lawful for all religious associations, of whatever sect or denomination, whether incorporated in Guam or in some other country, or not incorporated at all, to hold land in Guam upon which to build churches, parsonages, or educational or charitable institutions. SOURCE…

Such religious institutions, if not incorporated, shall hold the land in the name of three trustees for the use of such associations; the trustees shall be selected by the directing body in Guam for such associations, and vacancies occurring among the trustees by death, resignati…

Any number of persons not less than five who have established or who may desire to establish a college, school, or other institution of learning may incorporate themselves by filing with the Director of Revenue & Taxation articles of incorporation setting forth the following fact…

Societies or organizations which have established colleges, schools, or other institutions of learning may, unless forbidden by their constitutions or by competent authority exercised over them, incorporate with the written consent of two-thirds (2/3) of the membership, or by an …

Societies or organizations so incorporated shall have the power to adopt bylaws not inconsistent with law and may provide in such bylaws for the election of trustees and their terms of office. SOURCE: CC § 602.

Whenever so empowered in writing by the Director of Education and under such terms and conditions as said Director of Education may prescribe, colleges, duly incorporated in accordance with this Chapter, may grant diplomas. SOURCE: CC § 603.

Unless otherwise provided in the bylaws, the board of trustees of incorporated schools, colleges, or other institutions of learning shall, as soon as organized, so classify themselves so that the term of office of one- fifth (1/5) of their number shall expire every year. Trustees…

Any educational society or organization, by two-thirds (2/3) vote of its membership held at a regular or at a special meeting called for the purpose, or by written consent of two-thirds (2/3) of its members without a meeting, and any existing educational corporation or body claim…

As used in this Chapter, the following words and phrases, unless differ- ently defined or described, shall have meanings and references as follows: (a) Corporation means a Territory of Guam industrial development corporation created under this Chapter. (b) Financial institution m…

Ten or more persons, a majority of whom shall be residents of this territory, who may desire to create an industrial development corporation under the provisions of this Chapter, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the te…

In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Part 1 of this Title, the corporation shall, subject to the restrictions and limitations herein contained, have the following powers: (a) To elect, appoint and empl…

Notwithstanding any rule or common law or any provision of any general or special law or any provision in their respective charters, agreements of association, articles of organization or trust indentures: (a) Any person, including all domestic corporations organized for the purp…

Any financial institution may request membership in the corporation by making application to the board of directors on such form and in such manner as said board of directors may require, and membership shall become effective upon acceptance of such application by said board. Eac…

Membership in the corporation shall be for the duration of the corporation; provided that upon written notice given to the corporation five (5) years in advance, a member may withdraw from membership in the corporation at the expiration date of such notice. A member shall not be …

The stockholders and the members of the corporation shall have the following powers of the corporation: (a) To determine the number of and elect directors as provided in § 12109 hereof. (b) To make, amend and repeal bylaws. (c) To amend this charter as provided in § 12108. (d) To…

The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be e…

The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer and such other officers and such agents as the corporation by its bylaws shall authorize. The board of directors shall consi…

Each year the corporation shall set apart as earned surplus not less than ten percent (10%) of its net earnings for the preceding fiscal year until such surplus shall be equal in value to one-half (2) of the amount paid in on the capital stock then outstanding. Whenever the amoun…

The corporation shall not deposit any of its funds in any banking institution unless such institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an offic…

The corporation shall be examined at least once annually by the Director of Revenue and Taxation and shall make reports of its condition not less than annually to said Director of Revenue and Taxation and more frequently upon call of the Director of Revenue and Taxation, who in t…

The first meeting of the corporation shall be called by a notice signed by three (3) or more of the incorporators, stating the time, place and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five (5) days before the day ap…

The period of duration of the corporation shall be fifty (50) years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of said period as provided in § 12115. SOURCE: CC § 619.

The corporation may, upon the affirmative vote of two-thirds (2/3) of the votes to which the stockholders shall be entitled and two-thirds (2/3) of the votes to which the members shall be entitled, dissolve said corporation. Upon any dissolution of the corporation, none of the co…

Under no circumstances shall the credit of the Territory of Guam be pledged to any corporation organized under the provisions of this Chapter. SOURCE: CC § 621.

Any corporation organized under the provisions of this Chapter shall be a territorial development company, as defined in the Small Business Investment Act of 1958, Public Law 85-699, 85th Congress, or any other similar federal legislation, and shall be authorized to operate on a …

Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies and other financial institutions by any general laws are granted to corporations organized pursuant to this Chapter. SOURCE: CC § 623.