Title 18, Business Structure and Function

§ 15116 (A). Distributions of Money or Property to Members. Distributions of the money or property of a limited liability company shall be made to the members and to any classes of members in the manner provided in the operating agreement. If the operating agreement does not othe…

of Interests. § 15117 (A). Membership Interest as Personal Property. A membership interest and an economic interest in a limited liability company constitute personal property of the member or assignee. A member or assignee has no interest in specific limited liability company pr…

Neither the members of a limited liability company nor the managers of a limited liability company managed by a manager or managers are liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability comp…

All persons who assume to act as a limited liability company without authority to do shall be jointly and severally liable for all debts and liabilities.

(a) A limited liability company organized under this Chapter shall be dissolved upon the occurrence of any of the following events: (1) When the period fixed for the duration of the limited liability company expires. (2) By the unanimous written agreement of all mem- bers. (3) Up…

The statement of intent to dissolve a limited liability company shall be delivered to the Department of Revenue and Taxation. If the Department of Revenue and Taxation finds that such statement conforms to law, it shall, when all fees and license taxes have been paid as prescribe…

Procedure After Filing such Statement. (a) Upon the filing by the Department of Revenue and Taxation of a statement of intent to dissolve, the limited liability company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, bu…

(a) In settling accounts after dissolution, the liabilities of the limited liability company shall be entitled to payment in the following order: (1) Those liabilities to creditors, in the order of priority as provided by law, except those liabilities to members of the limited li…

When all debts, liabilities, and obligations of the limited liability company have been paid or discharged, or adequate provision has been made therefore, and all of the remaining property and assets of the limited liability company have been distributed to the members, articles …

(a) The articles of dissolution of the limited liability company shall be delivered to the Department of Revenue and Taxation. If the Department of Revenue and Taxation finds that such articles of dissolution conform to law, it shall, when all fees and license taxes have been pai…

The certificate of organization of a limited liability company shall be canceled by the Department of Revenue and Taxation upon issuance of the certificate of dissolution.

(a) A limited liability company may be dissolved involuntarily by a decree of the Superior Court of Guam in an action filed by the Attorney General's Office when it is established that the limited liability company: (1) Has procured its articles of organization through fraud; (2)…

(a) Any limited liability company which has been dissolved by the Department of Revenue and Taxation under the provisions of § 15124 or prior law may be reinstated by the Department of Revenue and Taxation at any time upon approval of an application for reinstatement signed by an…

All filings made by the Department of Revenue and Taxation shall be in accordance with the provisions of '2104 of Article 1 of Chapter 2, Title 18, Guam Code Annotated.

Fees for filing documents and issuing certification shall be subject to applicable rates as determined by the Department of Revenue and Taxation.

Miscellaneous charges shall be determined, charged, and collected by the Department of Revenue and Taxation.

When, under the provisions of this Chapter or under the provisions of the articles of organization or operating agreement of a limited liability company, notice is required to be given to a member of a limited liability company or to a manager of a limited liability company havin…

The Superior Court of Guam shall have jurisdiction to enforce the provisions of this Chapter.

Company. A member of a limited liability company is not a proper party to proceedings by or against a limited liability company, except when the object is to enforce a member's right against, or liability to, the limited liability company.

(a) In addition to Part 1 of Title 18, Guam Code Annotated, process may be served upon limited liability companies and foreign limited liability companies as provided in this section. (b) Personal service of a copy of any process against the limited liability company or the forei…

(a) A limited liability company is a “business” as defined in § 26101 of Article I of Chapter 26 of Title 11, Guam Code Annotated, and is subject to the taxes imposed under Chapter 26 of Title 11, Guam Code Annotated. (b) The income of a limited liability company organized pursua…

(a) Two or more persons may organize a professional limited liability company by filing articles of organization with the Department of Revenue and Taxation in accordance with this Chapter. In addition to other provisions required or permitted by law, the articles of organization…

Liability Companies. (a) Each domestic limited liability company and each foreign limited liability company, authorized to transact business on Guam, shall file with the Director of Revenue and Taxation a sworn annual report that sets forth: (1) The name of the limited liability …

This Chapter may be cited as the >Employee-Owned Company Law=.

It is the policy of the law that government employees must have the opportunity to put their hard work, dedication and enterprise to work so that they may take full advantage of their hard work. When government functions are outsourced, government employees ought to have the oppo…

In this Chapter >Employee-Owned Company (EOC)= means any form of business organization described in this Title that is formed and organized by government of Guam employees whose jobs may be privatized or outsourced.

The name of an Employee-Owned Company shall contain the letters EOC.

COL120106 In this Chapter >Displaced Employee= means an employee who is or had been employed by an entity of the government that was or is scheduled to be outsourced or privatized and the employment was or may be terminated as a result of the outsourcing or privatization.

Regardless of the business form of an EOC, the majority of the ownership and control of an EOC must, at the time of its formation and for five (5) years thereafter, be held by displaced employees.

The provisions of 5 GCA §§ 5626, 5628, 5632 and 5633 shall not apply to an EOC or its owners when the EOC is attempting to acquire or participate in a contract with the government to provide services that have been or will be privatized or outsourced.

The Small Business Development Center of the University of Guam shall develop a program to assist employees in the formation of EOC=s. ---------- COL120106 COL120106

The organic rules must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members.

(a) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform servi…

(a) Except as otherwise provided in the agreement, the following rules apply to an agreement made by a person before formation of a limited cooperative association to make a contribution to the association: (1) The agreement is irrevocable for six (6) months after the agreement i…

(a) The organic rules may provide for allocating profits of a limited cooperative association among members, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as…

(a) Unless the organic rules otherwise provide and subject to § 171007, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (b) Unless the organic rules otherwise provide, distributions to members may be made in any fo…

Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authoriz…

(a) In this Section, “distribution” does not include reasonable compensation for present or past services or other payments made in the ordinary course of business for commodities or goods or under a bona fide retirement or other bona fide benefits program. (b) A limited cooperat…

(a) If a director of a limited cooperative association consents to a distribution made in violation of § 171007 and in consenting to the distribution fails to comply with § 17818, the director is personally liable to the association for the amount of the distribution that exceeds…

This Chapter shall be known as the “Guam Uniform Limited Cooperative Association Act.”

[Reserved.] ARTICLE 11 DISSOCIATION

Unless the context otherwise requires, the definitions set forth herein shall govern the construction and interpretation of this Chapter. (a) “Articles of Organization” means the articles of organization of a limited cooperative association required by § 17301 of this Act. The te…

(a) A limited cooperative association organized under this Act is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining: (1) ownership, financing…

(a) A limited cooperative association is an entity distinct from its members. (b) A limited cooperative association may be organized for any lawful purpose and for a public benefit, regardless of whether for profit, except designated prohibited purposes under Guam law. (c) Unless…

A limited cooperative association has the capacity to sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs. An association may maintain an action against a member for harm caused to the association by th…

Guam law governs: (a) the internal affairs of a limited cooperative association; and (b) the liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association.