Title 18 — Business Structure and Function

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.

(a) This Act does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign c…

A limited cooperative association shall not be exempt from federal or local trade or antitrust laws.

(a) The relations between a limited cooperative association and its members are consensual. Unless required, limited, or prohibited by this Act, the organic rules may provide for any matter concerning the relations among the members of the association and between the members and …

(a) Subject to Subsection (b) of this Section, a limited cooperative association shall maintain in a record available at its principal office: (1) a list containing the name, last known street address and, if different, mailing address, and term of office of each director and off…

(a) A person has the power to dissociate as a member at any time. (b) Unless the organic rules otherwise provide, a member’s dissociation from a limited cooperative association is wrongful only if: (1) it is in breach of an express provision of the organic rules; or (2) it occurs…

(a) When a person is dissociated as a member: COL 2025-04-22 (1) the person’s right to participate as a member in the management and conduct of the limited cooperative association’s activities and affairs terminates; and (2) subject to § 171103 and Article 16, any financial right…

If a member dies, the deceased member’s legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under § 17505. ARTICLE 12 DISSOLUTION

Subject to §§ 17818 and 17819 and except as otherwise provided in organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member. COL…

A person shall not have a patron member’s interest and an investor member’s interest. When such person acts as a patron member, the person is subject to this Act and the organic rules governing patron members. When such person acts as an investor member, the person is subject to …

(a) Use of the term “cooperative” or its abbreviation under this Act is not a violation of the provisions restricting the use of the term under 18 GCA § 13122 or any other law or rule or regulation of Guam. (b) The name of a limited cooperative association must contain the phrase…

I Liheslaturan Guåhan has the power to amend or repeal all or part of this Act at any time, and all limited cooperative associations and foreign cooperatives subject to this Act are governed by the amendment or repeal of this Act.

Unless displaced by particular provisions of this Act, the principles of law and equity supplement this Act.

(a) A person may reserve the exclusive use of a name that complies with § 17113 of this Act by delivering an application to the Director of Revenue and Taxation for filing. The application must set forth the name and address of the applicant and the name to be reserved. If the Di…

(a) A foreign cooperative not registered to do business in Guam under Article 15 of this Act may register its name, or an alternate name adopted pursuant to § 171506, if the name is distinguishable upon on the records of the Director of Revenue and Taxation from the names that ar…

(a) Each limited cooperative association and each registered foreign cooperative shall designate and maintain a registered agent in Guam. The designation of a registered agent is an affirmation of fact by the association or foreign cooperative that the agent has consented to serv…

Association. (a) A limited cooperative association or registered foreign cooperative may change its registered agent or the address of its registered agent by delivering to the Director of Revenue and Taxation for filing a statement of change that states: (1) the name of the asso…

(a) A registered agent may resign as agent for a limited cooperative association or registered foreign cooperative by delivering to the Director of Revenue and Taxation for filing a statement of resignation that states: (1) the name of the association or foreign cooperative; (2) …

A limited cooperative association is dissolved only as provided in this Article and upon dissolution winds up in accordance with this Article.

(a) Except as otherwise provided in §§ 171203 and 171215, a limited cooperative association is dissolved and its activities must be wound up: (1) upon the occurrence of an event or at a time specified in the articles of organization; (2) upon the action of the association’s organ…

(a) The Superior Court of Guam may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (1) in a proceeding initiated by the Attorney General of Guam, if: (A) the association obtained its articles of organizatio…

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.

(a) Except as otherwise provided in § 171204, for a limited cooperative association to voluntarily dissolve: (1) a resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (2) the board of d…

(a) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in § 171207, the association continues after dissolution only for the purpose of winding up. (b) In winding up its activities and affairs, the board of directors: (1) …

(a) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, the Superior Court of Guam has entered an order under § 171203 dissolving the association, or the Director of Revenue and Taxation has …

(a) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable …

(a) Except as otherwise provided in Subsection (d) of this Section, a dissolved limited cooperative association shall give notice of a known claim under Subsection (b) of this Section, which has the effect provided in Subsection (c) of this Section. (b) A dissolved limited cooper…

(a) If a registered agent changes its name or address, the agent may deliver to the Director of Revenue and Taxation for filing a statement of change that states: (1) the name of the limited cooperative association or registered foreign cooperative represented by the registered a…

(a) A dissolved limited cooperative association shall publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (b) A notice authorized under Subsection (a) of this Section must: (1) be published at …

(a) A dissolved limited cooperative association that has published a notice under § 171210 shall file an application with the Superior Court of Guam or, if the principal office or the registered agent are not COL 2025-04-22 located in Guam, where the office of its registered agen…

(a) A limited cooperative association that has dissolved or is about to dissolve shall deliver to the Director of Revenue and Taxation for filing a statement of dissolution that states: (1) the name of the association; (2) the date the association dissolved or will dissolve; and …

(a) A dissolved limited cooperative association that has completed winding up shall deliver to the Director for filing a statement of termination that states: (1) the name of the association; (2) the date of filing of its initial articles of organization; and (3) that the associa…

(a) The Director of Revenue and Taxation shall commence a proceeding under Subsection (b) of this Section to dissolve a limited cooperative association administratively if the association does not: (1) pay any fee, tax, interest, or penalty required to be paid to the Director no …

(a) A limited cooperative association that is administratively dissolved under § 171214 may apply to the Director of Revenue and Taxation for reinstatement no later than two (2) years after the effective date of dissolution. The application must state: (1) the name of the associa…

(a) If the Director of Revenue and Taxation denies a limited liability cooperative association’s application for reinstatement following administrative dissolution, the Director shall serve the association with a notice in a record that explains the reasons for the denial. (b) A …

(a) A limited cooperative association or registered foreign cooperative may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (b) If a limited cooperative association or registered foreign cooperative ceases to have a regi…

(a) Subject to Subsection (b) of this Section, a member may maintain a direct action against another member, director, or the limited cooperative association to enforce the member’s rights and protect the member’s interests, including rights and interests under the organic rules …

(a) A member may maintain a derivative action to enforce a right of a limited cooperative association if: (1) the member first makes a demand on the directors requesting that they cause the association to bring an action to enforce the right and the directors do not bring the act…

(a) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that is a member at the time the action is commenced and: (1) was a member when the conduct giving rise to the action occurred; or (2) whose status as a member devol…

(a) In a derivative action to enforce a right of a limited cooperative association, the complaint must state with particularity: (1) the date and content of plaintiff’s demand and the response to the demand by the directors; or (2) why demand should be excused as futile.

A derivative action on behalf of a limited cooperative association may not be voluntarily dismissed or settled without the court’s approval.

(a) Except as otherwise provided in Subsection (b) of this Section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited cooperative association and not to the plaintiff; and (2) if the plaintiff receives…

(a) If a limited cooperative association is named as or made a party in a derivative proceeding, the association may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of t…

(a) Unless the articles of organization otherwise provide and if the disposition does not leave the association without significant continuing business activity, member approval under § 171402 is not required for a limited cooperative association to: (1) sell, lease, exchange, li…

A sale, lease, exchange, license, or other disposition of assets of a limited cooperative association, other than a disposition described in § 171401, requires approval of the association’s members under §§ 171403 and 171404 if the disposition leaves the association without signi…

Approval. (a) For a limited cooperative association to dispose of assets under § 171402: (1) a majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and (2) the board of directors must call a members m…

(a) Subject to Subsection (b) of this Section, a disposition of assets under § 171402 must be approved by: (1) at least two-thirds of the voting power of members present at a members meeting called under § 171403(2); and (2) if the limited cooperative association has investor mem…

(a) The law of the jurisdiction of formation of a foreign cooperative governs: (1) the internal affairs of the cooperative; and (2) the liability that a person has as a member or director for a debt, obligation, or liability of the cooperative. (b) A foreign cooperative is not pr…

(a) A foreign cooperative may not do business in Guam until it registers with the Director of Department of Revenue and Taxation under this Article. A foreign cooperative shall not transact business in Guam until it obtains both a business license and a certificate of authority t…

(a) To register to do business in Guam, a foreign cooperative must deliver a foreign registration statement to the Director of Revenue and Taxation for filing. The statement must state: (1) the name of the cooperative and, if the name does not comply with § 17115, an alternate na…