Title 18 — Business Structure and Function

Business is Continued. When any partner retires or dies, and the business is continued under any of the conditions set forth in § 25613(1), (2), (3), (5), (6), or § COL070307 25610(2)(b) without any settlement of accounts as between him or his estate and the person or partnership…

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners or the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the c…

(a) To become and to continue as a registered limited liability partner- ship, a partnership shall file with the Department of Revenue and Taxation an application stating the name of the partnership; the address of its principal office; the number of the partners; a brief stateme…

Partners. Every partnership that is not formed in accordance with the law concerning special partnerships, and every special partnership as far only as COL070307 those partners who are not special partners are concerned, is a general partnership. Every partner who is not a specia…

The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created by or defined in Chapter 20 of this Title shall be given full force and effect notwithstanding any provision i…

Except as provided in the next section every person transacting business in Guam under a fictitious name and every partnership transacting business in Guam under a fictitious name, or a designation not showing the names of the persons interested as partners in such business, must…

A commercial or banking partnership, established and transacting business in a place without the United States, may use in Guam the partner- ship name used by it there, although it be fictitious, or does not show the names of the persons interested as partners in such business. S…

The certificate filed with the Director of Revenue and Taxation as provided in § 26101 must be signed by the person therein referred to, or by the partners, as the case may be and acknowledged before some officer, COL070307 authorized to take the acknowledgment of conveyances of …

On every change in the members of a partnership transacting business in Guam under a fictitious name, or a designation which does not show the names of the persons interested as partners in the business, except in the cases mentioned in § 26102, a new certificate must be filed wi…

Every person and every partnership transacting business in Guam under a fictitious name, or a designation not showing the names of the persons interested as partners in such business, who has filed a certificate in accordance with § 26101, may, upon ceasing to use that name, file…

The Director of Revenue & Taxation must keep a register of the names of firms and persons mentioned in the certificates filed with him pursuant to this Chapter, entering in alphabetical order the names of every such person who does business under a fictitious name, and the fictit…

Copies of the entries of the Director of Revenue & Taxation's clerk, as herein directed, when certified by him, and affidavits of publication, as herein directed, are presumptive evidence of the facts therein stated. SOURCE: CC § 2471. COMMENT: No publication is required by § 261…

Every co-partnership, other than those mentioned in §26102 of this Chapter, domiciled outside of Guam, and having no regular place of business within Guam, must within forty (40) days from the time it commences to do business therein, file in the office of the Director of Revenue…

A limited partnership is a partnership formed by two or more persons under the provisions of § 27201, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. SOURCE: CC…

(1) Two or more persons desiring to form a limited partnership shall: (a) Sign and swear to a certificate, which shall state -- i. The name of the partnership. ii. The character of the business. iii. The location of the principal place of the business. COL120106 iv. The name and …

A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance. SOURCE: CC § 2479.

The contribution of a limited partner may be cash or other property, but not services. COL120106 SOURCE: CC § 2480.

Exceptions. (1) The surname of a limited partner shall not appear in the partnership name, unless: (a) It is also the surname of a general partner, or (b) Prior to the time when the limited partner became such the business had been carried on under a name in which his surname app…

If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false: (a) At the time he signed the certificate or (b) Subsequently, but within a sufficient time before th…

A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes a part in the control of the business. SOURCE: CC § 2483.

COL120106 After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of § 27407. SOURCE: CC § 2484.

(1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a gen…

(l) A limited partner shall have the same rights as a general partner to -- (a) Have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them. (b) Have on demand true and full information of all things affe…

Partner. A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership, is not, by reason of his exercise of the rights of a limited partner, a general partner wit…

(1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is a general, and also at the same time a limited partner, shall have all the rights and powers and be subject to all the restric- tions of a general partner; ex…

(1) A limited partner also may loan money to and transact other business with the partnership, and, unless he is also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shal…

Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agr…

A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that after such payment is made, whether from the property of the partnership or that of a general partner, the partnershi…

(1) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until -- (a) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been …

(1) A limited partner is liable to the partnership: (a) For the difference between his contribution as actually made and that stated in the certificate as having been made, and (b) For any unpaid contribution which he agreed in the certificate to make in the future at the time an…

A limited partner's interest in the partnership is personal property. SOURCE: CC § 2494. ---------- ARTICLE 4 ALTERATION AND DISSOLUTION OF THE PARTNERSHIP

(1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. (3) An assignee, who does not become a substituted limited partner, has no rig…

The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (a) Under a right so to do stated in the certificate, or (b) With the consent of all members. SOURCE: CC § 2496.

(l) On the death of a limited partner, his executor or administrator shall have all the rights of a limited partner for the purpose of settling his estate, COL120106 and such power as the deceased had to constitute his assignee a substituted limited partner. (2) The estate of a d…

(1) On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebt- ed limited partner with payment of the unsatisfied amount of such claim; and may appoint a receiver and make all other orders, direct…

(1) In settling accounts after dissolution, the liabilities of the part- nership shall be entitled to payment in the following order: (a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to ge…

(1) The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when: (a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner…

Certificates. (1) The writing to amend a certificate shall: COL120106 (a) Conform to the requirements of § 27201(a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and (b) Be signed and sworn to by all members, and an amendment …

A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership. SOURCE: CC § 2502. COL120106 ---------- ARTICLE 5 MISCELLANEOU…

This Chapter may be cited as Uniform Limited Partnership Law. SOURCE: CC § 2503.

(1) The rule that laws in derogation of the common law are to be strictly construed shall have no application to this Chapter. (2) This Chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (3) This …

In any case not provided for in this Chapter, the rules of law and equity including the law merchant, shall govern. SOURCE: CC § 2505.

(1) A limited partnership formed under any law of Guam prior to the adoption of this Title, may become a limited partnership under this Chapter by complying with the provisions of § 27201, provided the Certificate sets forth: COL120106 (a) The amount of the original contribution …

(a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the article…

If a corporation has not yet issued shares, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation’s articles of incorporation. § 281003 Amendment by Board of Directors and Shareholders. If a corporation h…

[Repealed, reserved, or text not separately stated.]

(a) If a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this Act) on a proposed amendment to the articles of incorporation …

[Repealed, reserved, or text not separately stated.]

After an amendment to the articles of incorporation has been adopted and approved in the manner required by this Act and by the articles of incorporation, the corporation shall deliver to the Director of Revenue & Taxation, for filing a copy of the articles of incorporation, as a…

(a) A corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States. (b) The individua…