Title 11, Finance and Taxation

(a) A commercial bank may lend at a lawful rate of interest on the security of the personal obligation of the borrower. (b) A commercial bank may lend on the security of personal property but shall not make any loan on the security of its own stock or of its obligations subordina…

(a) In addition to other investments expressly authorized by this Title a territorial bank may purchase (or discount): (1) Obligations which satisfy the requirements of this Title for loans and are acquired in full. (2) Obligations of the United States, or states of the United St…

(a) A commercial bank may accept: (1) A draft which has not more than 6 months sight to run, exclusive of days of grace, and is drawn to finance the purchase of goods with maturity in accordance with the original terms of purchase, or is secured by shipping documents transferring…

(a) A territorial bank shall not extend credit directly by means of discount of notes, issuance of letters of credit, acceptance of drafts or otherwise, or purchase any bond, note, bill of exchange or similar evidence of indebtedness, when by reason of such extension of credit or…

A bank may take property of any kind to satisfy or protect a loan previously made in good faith and in the ordinary course of business. Property acquired in satisfaction of a loan shall be held subject to the following limitations: (a) Stock shall be sold within 6 months or such …

(a) A bank may acquire real estate and equipment and improve real estate to be used in the transaction of its business on Guam and may rent any space so acquired in a building in excess of its present actual need; provided that unless a larger investment is authorized by the Comm…

A bank may sell any asset in the ordinary course of business, or, with the approval of the Board, in any other circumstance, but the sale of all or substantially all of the assets of a bank or of a department thereof is governed by § 106179. SOURCE: GC § 30307.

A bank may borrow money and issue evidence of indebtedness for a loan for temporary purposes in an amount not exceeding its capital and surplus or in such larger amount or for such other purposes as the Commissioner approves. Debentures issued by a territorial bank may not be ret…

A bank may pledge its assets to: (a) Enable it to act as agent for the sale of obligations of the United States. (b) Secure borrowed funds. (c) Secure deposits when the depositor is required to obtain such security by the laws of the United States, the terms of any interstate com…

(a) A bank may assume secondary liability as an indorser of a negotiable or non-negotiable instrument which it owns or has received for collection or that of the guarantor of the genuineness of a signature. COL 2025-04-22 (b) A guaranty of the signature means only that (1) the si…

As used in Subarticle D herein, the noun capital is defined as capital plus surplus plus undivided profit plus current earnings plus reserve for loan losses. SOURCE: GC § 30311, as added by P.L. 18-049:10 (Dec. 30, 1986). SUBARTICLE E AUTHORIZED BANKING PRACTICES

(a) A Territorial Bank insured by the Federal Deposit Insurance Corporation (FDIC) is authorized to engage directly or through a subsidiary in any banking activity, any activity closely related to banking and any nonbank activity to do any act and to own, possess and carry as ass…

(a) A territorial bank may be organized to exercise the powers provided in this Title and such general corporate powers as are appropriate to its purpose. (b) A territorial bank shall, without specific mention thereof in its charter, have all the powers conferred by this Title an…

No out-of-state bank shall transact business in Guam. This Section shall not be deemed to prohibit: (a) Any out-of-state bank from making loans secured by liens on real property located in Guam; (b) Any out-of-state bank from being a resulting bank in an interstate merger transac…

A locally chartered bank or territorial bank operating under this Title shall, in addition to all specific powers conferred by this Title, have the following power: To exercise, notwithstanding the provisions of § 106151 of Subarticle C, Title 11, Guam Code Annotated Code and § 2…

(a) A bank shall have such capital structure as the Board shall deem adequate but not less than the following: (1) Capital consisting of common stock as follows: Paid-up-in-cash of not less than $500,000. (2) Paid-in surplus amounting to not less than 40% of its capital stock. (b…

A territorial bank may be organized by five (5) or more individual incorporators. All incorporators shall be United States citizens and residents of Guam. Each incorporator shall subscribe and pay in full in COL 2025-04-22 cash for stock having a par value of not less than one-ha…

(a) The incorporators shall file with the Commissioner a notice of their intention to organize a territorial bank, signed by each of them. The notice shall state: (1) The name, residence and occupation of each incorporator, and the amount of stock subscribed and paid for by each.…

(a) Each subscriber at the time he subscribes to the stock of a proposed territorial bank shall pay in cash a sum at least equal to 5% of the par value of such stock into a fund to be used to defray the expenses of organization. No organization expense shall be paid out of any ot…

(a) After the capital stock has been fully subscribed, the incorporators may apply to the Commissioner for the charter. The incorporators shall submit: COL 2025-04-22 (1) A proposed charter in triplicate in such form as the Commissioner shall prescribe containing the following in…

(a) When an application for a charter has been filed with the Commissioner he shall make or cause to be made a careful investigation and examination relative to the following: (1) The character, reputation, and financial standing of the organizers or incorporators and their motiv…

After a charter has been granted, the directors may call for the payment of the subscriptions in full within 30 days from the date of the notice. No share shall be issued until the par value and the pro rata portion of the paid-in surplus specified in the charter have been paid i…

(a) After the capital and surplus have been fully paid, a meeting of the stockholders shall be called by the incorporators on 10 day’s notice to elect directors and adopt by-laws, and direct the call, on 5 day’s notice, of the first meeting of directors for the election of office…

The by-laws of a territorial bank may provide that it shall indemnify every officer, director or employee, his heirs, executors and administrators, against judgments resulting from and the expenses reasonably incurred by him in connection with any action based upon any alleged ac…

(a) It shall be a criminal offense against this Title for a territorial bank to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to do business before receiving a certificate of authority to operate. (b) Applicatio…

(a) A territorial bank may apply to the Commissioner to amend its charter or to change its location. (b) An application for an amendment to the charter changing the authorized capital or to acquire or abandon trust powers or to change its location must be authorized by the vote o…

of Stock; Report of Holdings. (a) Regular meetings of stockholders shall be held annually and at such additional times as the by-laws direct at such place as may be designated by the by-laws. A special meeting may be called at any time by the Commissioner, one-third of the direct…

(a) The affairs of a territorial bank shall be managed by a board of directors which shall exercise its powers and be responsible for the discharge of its duties. The number of directors, not less than five (5) nor more than twenty-five (25), shall be fixed by the by-laws and the…

(a) The board of directors shall meet at least once every month. The Commissioner, a director or an executive officer may call a special meeting. A majority of the board of directors shall constitute a quorum. The board shall keep minutes of each meeting, including a record of at…

(a) The directors of a territorial bank shall direct and require good and sufficient fidelity bonds on all active officers and employees, whether or not they draw salary or compensation, which bonds shall provide for indemnity to such bank on account of any losses sustained by it…

The board of directors of a territorial bank may declare dividends not more than once in each calendar quarter from undivided profits if: (a) The undivided profits account has been maintained in accordance with the provisions of this Title. (b) The reserve against deposits requir…

(a) No credit shall be entered in the undivided profits account of a territorial bank founded upon an unrealized appreciation in the value of any type of asset. Before any net profits are credited to the undivided profits account, proper deduction shall be made for all expenditur…

A bank shall obtain insurance of its deposits by the United States or any agency thereof and may acquire and hold membership in the Federal Reserve System. The insurance provision of this Section shall not apply to deposits held by foreign banking corporations pursuant to § 10672…

When a notice is required to be given to stockholders or directors under this Title, or the charter or by- laws of any territorial bank, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be…

As used in this Article, unless the context requires otherwise: (a) “Bank” means a territorial or national bank. The singular bank includes the plural banks as the context warrants. (b) “Continuing bank” means a merging bank the charter of which becomes the charter of the resulti…

Nothing in the laws of Guam shall restrict the rights of a territorial bank to convert into a resulting national bank. The action to be taken by such converting territorial bank and its rights and liabilities and those of its stockholders shall be the same as those prescribed for…

Upon approval by the Commissioner, territorial banks may be merged to result in a territorial bank, a national bank with its main office in Guam may be merged with a territorial bank to result in a territorial bank, or a national bank having its main office in Guam may convert in…

(a) The board of directors of each merging territorial bank shall, by a majority of the entire board, approve a merger agreement which shall contain: (1) The name of each merging bank and location of each office. COL 2025-04-22 (2) With respect to the resulting bank: (A) its name…

(a) To be effective, a merger which is to result in a territorial bank must be approved by the stockholders of each merging territorial bank by a vote of a simple majority of the outstanding voting stock of each class at a meeting called to consider such action, which vote shall …

Evidence. (a) A merger which is to result in a territorial bank shall, unless a later date is specified in the agreement, become effective upon the filing with the Commissioner of the executed agreement together with copies of the resolutions of the stockholders of each merging t…

(a) Except as provided in § 106310, a national bank located in Guam which follows the procedure prescribed by the laws of the United States to convert into a territorial bank, may be granted a charter by the Commissioner if the Commissioner finds that each office of the national …

(a) A resulting territorial or national bank shall be considered the same business and corporate entity as each merging territorial bank or as the converting territorial bank with all the property, rights, powers, duties and obligations of each merging bank or the converting bank…

(a) The owner of shares of a territorial bank, (other than the continuing bank) which were voted against a merger to result in a territorial bank, or against the conversion of a territorial bank into a national bank, shall be entitled to receive their value in cash, if and when t…

Where a resulting territorial bank is not to exercise trust powers, the Commissioner shall not approve a merger or conversion until satisfied that adequate provision has been made for successors to fiduciary positions held by the merging banks or the converting bank. SOURCE: GC §…

If a merging or converting bank has assets which do not conform to the requirements of Guam law for the resulting territorial bank or carries on business activities which are not permitted for the resulting territorial bank, the Commissioner may permit a reasonable time to confor…

Without approval by the Commissioner, no asset shall be carried on the books of the resulting bank at a valuation higher than that on the books of a merging or converting territorial bank at the time of its last examination by a territorial or national bank examiner before the ef…