Title 18, Business Structure and Function

Notice of the order declaring unpaid subscriptions to the capital stock due and payable shall be given by the secretary or clerk of the corporation substantially in the following form: (Here insert name of corporation in full and location of principal office.) Notice is hereby gi…

Notice of the call for unpaid subscriptions must be served personally upon each stockholder resident in Guam. If absent from Guam such notice must be served upon each stockholder by depositing the notice in the post office, registered mail, postage prepaid, properly addressed to …

f the whole or any part of the subscription on unpaid capital stock with interest accrued is unpaid on the date of delinquency, such unpaid stock COL021307 becomes subject to sale, and the secretary or clerk, unless otherwise ordered by the board of directors, must give notice of…

Notices of delinquency and sale of stock must be served and publicly posted as provided in § 3105 of this Part. SOURCE: CC § 335a.

From and after the publication of the notices of delinquency and sale of stock for unpaid subscriptions, the corporation acquires jurisdiction to sell and convey all of the stock described in the notices of sale, but the corpora- tion must sell no more of the stock mentioned in t…

The dates fixed, in any call for unpaid subscription or in any notice of delinquency and sale of stock for unpaid subscription, published according to the provisions of this Chapter, may be extended from time to time for a period of not more than thirty (30) days, by order of the…

(1) On the day and the place and hour of sale specified in the notices of delinquency and sale of stock for unpaid subscription, the secretary or clerk shall, unless otherwise ordered by the board of directors, sell or cause to be sold at public auction, to the highest bidder, fo…

COL021307 The legal title to all stock purchased by the corporation at sales of stock for unpaid subscription is vested in the corporation, and the stock so purchased may be disposed of by the stockholders in accordance with law and the bylaws of the corporation by majority vote …

No action can be sustained to recover stock sold for delinquent unpaid subscription upon the ground of irregularity or defect in the calls for such unpaid subscription, or irregularity or defect in the notice of delinquency and sale, or in the sale itself of stock for unpaid subs…

The posting of the notices of call for unpaid subscriptions and notices of delinquency and sale of stock for unpaid subscriptions may be proved prima facie by affidavit of the secretary or clerk or other officer of the corporation, and the publication of such notices may be prove…

COL021307 Nothing in this Part shall prevent the directors from collecting, by action in any court of proper jurisdiction, the amount due on any unpaid subscription, together with accrued interest and costs and expenses incurred. SOURCE: CC § 340.

No stock delinquent for unpaid subscription shall be voted or entitled to a vote or representation at any stockholders' or directors' meeting, or for any corporate purpose whatever. SOURCE: CC § 341. ------------ ARTICLE 3 RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES SOURCE: Th…

In this Chapter: (a) “Beneficial stockholder” means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record stockholder. (b) “Corporation” means the issuer of the shares held by a dissenter before the corporate action, or the surviving …

(a) A stockholder is entitled to dissent from, and obtain payment of the fair value of his shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party: (A) If stockholder approval is required for the mer…

(a) A record stockholder may assert the dissenter’s right as to fewer than all the shares registered in his name only if he dissents with respect to all shares beneficially owned by anyone (1) person and notifies the corporation in writing of the name and address of each person o…

(a) If proposed corporate action creating dissenters' rights under § 3302 is submitted to a vote at a stockholders' meeting, the meeting notice must state that stockholders are or may be entitled to assert dissenters' rights under Articles 3 and 4 of this Chapter and be accompani…

(a) If proposed corporate action creating dissenters' rights under § 3302 of this Chapter is submitted to a vote at a stockholders' meeting, a stockholder who wishes to assert dissenters' rights: (l) Must deliver to the corporation before the vote is taken written notice of his i…

(a) If proposed corporate action creating dissenters' rights under § 3302 of this Chapter is authorized at a stockholders' meeting, the corporation shall deliver a written dissenters’ notice to all stockholders who satisfied the requirements of § 3402 of this Article. (b) The dis…

(a) A stockholder sent a dissenters' notice described in § 3403 of this Article must demand payment, certify whether he acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 3403 (b) (3), and deposit his certi…

(a) The corporation may restrict the transfer of un certificated shares from the date the demand for their payment is received until the proposed corporate action is taken or the restrictions released under § 3407 of this Article. (b) The person for whom dissenters' rights are as…

(a) Except as provided in § 3408 of this Article, as soon as the proposed corporate action is taken, or upon receipt of a payment demand, the corporation shall pay each dissenter who complied with §3404 the amount the corporation estimates to be the fair value of his shares, plus…

(a) If the corporation does not take the proposed action within sixty COL021307 (60) days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertifi…

A dissenter who was not the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to stockholders of the terms of the proposed corporate action waives his right to demand payment with respect to s…

(a) A dissenter may notify the corporation in writing of his own estimate of the fair value of his shares and amount of interest due, and demand payment of his estimate less any payment under §3406 of this Article, or reject the corporation's offer under § 3408 and demand payment…

(a) If a demand for payment under § 3409 of this Chapter remains unsettled, the corporation shall petition the Superior Court within sixty (60) days after receiving the payment demand to determine the fair value of the shares and accrued interest. If the corporation does not comm…

(a) The court in an appraisal proceeding commenced under § 3501 shall determine all costs of the proceeding, including the reasonable COL021307 compensation and expenses of appraisers appointed by the court. The Court shall assess the costs against the corporation, except that th…

Every corporation has the power: (a) Of succession of its corporate name for the period of time limited in the articles of incorporation and not exceeding the time pre- scribed by law; (b) To sue and be sued in any court; (c) To transact the business for which it was lawfully org…

No corporation created under this Part shall possess or exercise any corporate powers except those conferred by this Part and except such as are necessary to the exercise of the powers so conferred. SOURCE: CC § 354a.

No corporation doing business in Guam or receiving any grant, franchise, or concession from the government of Guam shall use, employ or contract for the labor of persons claimed or alleged to be held in involuntary servitude, and any corporation violating the provisions of this s…

The enumeration in the articles of the objects, purposes, powers and authorized business of the corporation shall have no effect other than as between the corporation and its directors or officers, as an authorization to the directors and as a limitation upon the actual authority…

No corporation organized under this Part shall create or issue bills, notes, or other evidence of debt for circulation as money, and no corporation shall issue stock or bonds except in exchange for actual cash paid to the corporation or for property actually received by it at a f…

The misnomer of a corporation in any written instrument does not invalidate the instrument, if it can be reasonably ascertained from it what corporation is intended. SOURCE: CC § 357.

Time Limit. If a corporation does not formally organize and commence the transaction of its business or the construction of its works within two years from the date of its incorporation, its corporate powers cease. The due incorporation of any corporation claiming in good faith t…

Bonded indebtedness. No corporation shall increase or diminish its capital stock, or incur, create, or increase any bonded indebtedness unless, at a stockholders' meeting regularly called for the purpose, two-thirds (2/3) of the entire corporate capital stock subscribed shall fav…

Any corporation may amend its articles of incorporation by a majority vote of its board of directors or trustees and the vote or written assent of two-thirds (2/3) of its members, if it be a nonstock corporation, or, if it be a stock corporation, by the vote or written assent of …

Whenever any person shall be organized or formed or exist under the laws of this Territory other than as a corporation incorporated pursuant to this Part which if it were such a corporation would be an Investment Company or International Finance Company and is an association taxa…

Assets. (a) A corporation may, on the terms and conditions and for the consideration fixed by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, d…

(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corpo…

All business corporations shall keep and carefully preserve a record of all business transactions, and a minutes [sic] of all meetings of directors, members, or stockholders, in which shall be set forth in detail the time and place of holding the meeting, how authorized, the noti…

Business corporations must also keep a book to be known as the stock and transfer book, in which must be kept a record of all stock, the names of the stockholders or members alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been mad…

The Governor of Guam may at any time order the Attorney General, the Director of Revenue & Taxation, or any other officer of the government to make an examination into the business affairs, administration, and condition of any corporation transacting business in Guam and thereupo…

The Attorney General, the Director of Revenue & Taxation, or other officer designated, as the case may be, shall make a full and complete report to the Governor of Guam of the examination made by him, together with his recommendations and the Governor, if he deems proper, shall d…

The Attorney General, the Director of Revenue & Taxation, or other officer designated by the Governor of Guam to make the examination, shall not disclose to anyone other than the Governor or his aides, the details or results of the examination or investigation. If the officer des…

COL021307 (a) Each domestic corporation and each foreign corporation authorized to transact business on Guam shall deliver to the Director of the Department of Revenue and Taxation for filing a sworn annual report that sets forth: (1) the name of the corporation and the state or …

For the satisfaction of any judgment against any person, company, or corporation having any franchise other than the franchise of being a corporation, such franchise, and all the rights and privileges thereof, may be levied upon and sold under execution, in the same manner and wi…

The purchaser at the sale must receive a certificate of purchase of the franchise, and be immediately let into possession of all property necessary for the exercise of the powers and the receipt of the proceeds thereof, and must thereafter conduct the business of such corporation…

COL021307 The purchaser or his assignee in entitled to recover any penalties imposed by law and recoverable by the corporation for an injury to the franchise or property thereof, or for any damages or other cause, occurring during the time he holds the same, and may use the name …

The person, company, or corporation whose franchise is sold, as in this Article provided, in all other respects retains the same powers, is bound to the discharge of the same duties, and is liable to the same penalties and forfeitures, as before such sale. SOURCE: CC § 391.

Redemption from any such sale may be had as provided in Title 7 of this Code in the case of redemption from sale of real estate on execution. SOURCE: CC § 392. --------- COL021307 COL021307

Every corporation whose charter expires by its own limitation or is an- nulled by forfeiture or otherwise, or whose corporate existence for other purposes is terminated in any other manner, shall nevertheless be continued as a body corporate for three (3) years after the time whe…