Title 18 — Business Structure and Function

An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a…

Shareholders. (a) A corporation’s shareholders may amend or repeal the corporation’s bylaws. (b) A corporation’s board of directors may amend or repeal the corporation’s bylaws, unless: (1) the articles of incorporation or § 281010 reserve that power exclusively to the shareholde…

This Act shall be known and may be cited as the “Guam Business Corporation Act.”

Directors. (a) A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: (1) if adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; (2) if adopted by the board of directors, either by the s…

I Liheslaturan Guåhan has power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act are governed by the amendment or repeal.

A document to be entitled to filing by the Director of Revenue & Taxation must be type written or printed, unless the Director has by regulation provided for filing by electronic transmission. A document filed by electronic transmission must be in a format that can be retrieved o…

The Director of Revenue & Taxation may prescribe and furnish on request forms for documents required or permitted to be filed by this Act but their use is not mandatory.

COL372014 (a) The Director of Revenue & Taxation shall collect the following fees when the documents described in this subsection are delivered to him for filing: Document (1) Articles of incorporation $100.00 (2) Application for reserved name $ 25.00 (3) Application for register…

A document accepted for filing is effective at the date and time of filing, as evidenced by such means as the Director of Revenue & Taxation may use for the purpose of recording the date and time of filing.

A certificate from the Director of Revenue & Taxation delivered with a copy of a document filed by the Director of Revenue & Taxation is conclusive evidence that the original document is on file with the Director of Revenue & Taxation.

(a) Anyone may apply to the Director of Revenue & Taxation to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (b) A certificate of existence or authorization sets forth: (1) the domestic corporation’s corp…

The Director of Revenue & Taxation has the power reasonably necessary to perform the duties required of him by this Act.

In this Act: (a) Articles of incorporation include amended articles of incorporation and articles of merger. (b) Authorized shares means the shares of all classes a domestic or foreign corporation is authorized to issue. (c) Corporation or domestic corporation means a corporation…

(a) Interests means the proprietary interests in an other entity. (b) Merger means a business combination pursuant to § 281102. (c) Organizational documents means the basic document or documents that create, or determine the internal governance of, an other entity. (d) Other enti…

(a) One or more domestic corporations may merge with a domestic or foreign corporation or other entity pursuant to a plan of merger. (b) A foreign corporation, or a domestic or foreign other entity, may be a party to the merger, or may be created by the terms of the plan of merge…

(a) Through a share exchange: (1) a domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign other entit…

In the case of a domestic corporation that is a party to a merger or share exchange: (a) The plan of merger or share exchange must be adopted by the board of directors. (b) Except as provided in subsection (g) and in § 281105, after adopting the plan of merger or share exchange t…

Subsidiaries. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90 percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary…

(a) After a plan of merger or share exchange has been adopted and approved as required by this Act, articles of merger or share exchange shall be executed on behalf of each party to the merger or share exchange by any officer or other duly authorized representative. The articles …

COL372014 (a) When a merger becomes effective: (1) the corporation or other entity that is designated in the plan of merger as the survivor continues or comes into existence, as the case may be; (2) the separate existence of every corporation or other entity that is merged into t…

(a) Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign other entity that is a party to a merger or a share exchange is organized or by which it is governed, after the plan has been adopted and …

(a) Notice under this Act must be in writing unless oral notice is reasonable under the circumstances. Notice by electronic transmission is written notice. (b) Written notice by a domestic or foreign corporation to its shareholder, if in a comprehensible form, is effective: (1) u…

No approval of the shareholders of a corporation is required, unless the articles of incorporation otherwise provide: (a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation’s assets in the usual and regular course of business; (b) to mortgage, pledge,…

(a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in § 281201, requires approval of the corporation’s shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation ret…

(a) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of § 281302 (b)(4), a person is deemed to be an affiliate of its…

(a) A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions: (1) consummation of a merger to which the corporation is a party: (A) if shareholder approval is requir…

(a) A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial …

(a) If proposed corporate action described in § 281302 (a) is to be submitted to a vote at a shareholders’ meeting, the meeting notice must state that the corporation has concluded that shareholders are, are not or may be entitled to assert appraisal rights under this Article. If…

(a) If proposed corporate action requiring appraisal rights under § 281302 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (1) must deliver to the corporation before the vote is …

(a) If proposed corporate action requiring appraisal rights under § 281302(a) becomes effective, the corporation must deliver a written appraisal notice and form required by subsection (b)(1) to all shareholders who satisfied the requirements of § 281305. In the case of a merger …

(a) A shareholder who receives notice pursuant to § 281306 and who wishes to exercise appraisal rights must certify on the form sent by the corporation whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth…

(a) Except as provided in § 281309, within 30 days after the form required by § 281306 (b) is due, the corporation shall pay in cash to those shareholders who complied with § 281307 (a) the amount the corporation estimates to be the fair value of their shares, plus interest. (b) …

(a) A corporation may elect to withhold payment required by § 281308 from any shareholder who did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice pursua…

Offer. (a) A shareholder paid pursuant to § 281308 who is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus interest (less any payment under § …

(a) If a shareholder makes demand for payment under § 281310 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the Superior Court of Guam to determine the fair value of the shares and accrued intere…

(a) The court in an appraisal proceeding commenced under § 281311 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court …

A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the Director of Revenue & Taxation for filing articles of dissolution that set forth: (a) the name of the c…

(a) A corporation’s board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conf…

COL372014 (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Director of Revenue & Taxation for filing articles of dissolution setting forth: (1) the name of the corporation; (2) the date dissolution was authorized; (3) if dissoluti…

(a) A corporation may revoke its dissolution within one hundred twenty (120) days of its effective date. (b) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of …

(a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind to…

(a) A dissolved corporation may dispose of the known claims against it by notifying its known claimants in writing of the dissolution at any time after its effective date. (b) The written notice must: (1) describe information that must be included in a claim; (2) provide a mailin…

(a) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. COL372014 (b) The notice must: (1) be published one time in a newspaper of general circulation…

(a) A dissolved corporation that has published a notice under § 281407 may file an application with the Superior Court of Guam for a determination of the amount and form of security to be provided for payment of claims that COL372014 are contingent or have not been made known to …

(a) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets to shareholders after payment or provision for claims. (b) Directors of a dissolved corporation which has disposed of claims un…

The Superior Court of Guam may dissolve a corporation: (a) in a proceeding by the attorney general if it is established that: (1) the corporation obtained its articles of incorporation through fraud; or (2) the corporation has continued to exceed or abuse the authority conferred …

(a) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually. (b) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite wit…

(a) A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The court shall hold a hearing, after notifying all parties to the …

(a) If after a hearing the court determines that one or more grounds for judicial dissolution described in § 281410 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified c…

(a) In a proceeding under § 281410 (b) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it f…