Title 18 — Business Structure and Function

This Part of Title 18 of the Guam Code Annotated and all amendments hereof and any section or supplement added hereto shall be known and may be cited as The General Corporation Law, and is hereinafter referred to as this Part. SOURCE: CC (Civil Code) § 277. References to Title an…

No corporation organized in Guam after the effective date of the Guam Business Corporation Act, 18 GCA, Division 1, Part 5, shall be organized under or governed by the provisions of this Part, except as provided in the Guam Business Corporation Act. A corporation organized in Gua…

The following are definitions of certain terms as used in this Part: (a) Articles includes the articles of incorporation, amendments thereto, amended articles, and agreements of consolidation or merger. (b) Unless the context otherwise requires, shareholder or stockholder or hold…

(a) The provisions of this Part are applicable to every private corporation, profit or nonprofit, stock or nonstock, now existing or hereafter formed, and the outstanding or future securities thereof, unless such corporation be expressly excepted from the operation thereof, or th…

Neither this Part nor the amendment or repeal thereof, nor any law affecting corporations, shall take away or impair any liability or cause of action existing or incurred against any corporation, its shareholders, directors, or officers. SOURCE: CC § 280. ----------

A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes, and properties expressly authorized by law or incident to its existence. SOURCE: CC § 283. COL070307

All corporations authorized in Guam are private corporations. Private corporations are those formed for some private purpose, benefit, aim, or end. Private corporations are divided into stock corporations and nonstock corporations. SOURCE: CC '2 84. CROSS-REFERENCES: Title 12 GCA…

Corporations may be formed by the voluntary association of any three (3) or more persons in the manner prescribed in this Part for any lawful purpose or purposes. SOURCE: CC § 285; amended by P.L. 8-51 (10/2/65).

The articles of incorporation be filed in the Department of Revenue and Taxation, duly executed and acknowledged before any person authorized to administer oaths. SOURCE: CC § 289. §§ 286-288 did not exist in the former Civil Code. NOTE: Department of Finance changed to Revenue a…

Articles of incorporation shall state: (1) The name of the corporation. (2) The purpose for which it is formed. (3) The place where the principal office of the corporation is to be established or located, which place must be in Guam. (4) The term for which it is to exist, not exc…

Before any corporation may file with the Director of Revenue and Taxation its articles or an amendment to its articles, or an agreement for consolidation or merger, which would permit the corporation to conduct the business of acting as executor, administrator, guardian of estate…

Before filing the articles of incorporation, the Director of Revenue and Taxation shall collect and receive for filing such articles in accordance with provisions of this Part, a fee of One Hundred Dollars ($100.00). SOURCE: CC § 290b; amended by P.L. 16-47:2 (10/24/81). Amended …

Each person named therein as director must sign the articles of incorporation and acknowledge such execution before a person authorized by law to administer oaths. SOURCE: CC § 292. No § 291 existed in the Civil Code. CROSS-REFERENCES: See 6 GCA § 4308 relative to unsworn declara…

The Director of Revenue and Taxation shall not file the articles of incorporation unless accompanied by a sworn statement of the treasurer elected by the subscribers showing that at least twenty percentum (20%) of the entire capital stock has been subscribed, and that at least tw…

The Director of the Department of Revenue and Taxation shall not file any Articles of Incorporation submitted by a corporation unless the corpo- rate name of such corporation meets all of the following requirements: (a) shall contain the word >corporation,= >incorporated,= >compa…

(a) A person may reserve the exclusive use of a corporate name, including a fictitious name, for a foreign corporation whose corporate name is not available, by delivering an application to the Director of the Department of Revenue and Taxation for filing. The application must se…

(a) A foreign corporation may register its corporate name, or its corporate name with any addition required by § 7107, if the name is distinguishable upon the records of the Director of the Department of Revenue and Taxation from the corporate names that are not available under §…

The Director of Revenue and Taxation on filing of the articles of incorporation provided by this Part to be filed, shall issue to the incorporators a certificate, under the seal of his office, setting forth that such articles of incorporation have been duly filed in his office in…

A copy of any articles of incorporation filed with the Director of Revenue and Taxation in pursuance of this Part and duly certified by the COL070307 Director shall be received in the courts and all other places as prima facie evidence of the facts therein stated. SOURCE: CC § 29…

Company. Notwithstanding any other provision of this Part, an Investment Company or an International Finance Company may, if its articles of incor- poration so provide, as to any of the following: (a) Authorize the issuance of one or more classes of stock or one or more series of…

and Stockholders. Except as may otherwise be provided in the articles of incorporation of an Investment Company or an International Finance Company, the stockholders or members of any such corporation shall not be personally liable for the payment of the debts of any such corpora…

Finance Companies. (a) The following provisions of this Part shall not apply to any Investment Company or to any International Finance Company: (1) § 2108; (2) § 2109; COL070307 (3) § 2110(c); (4) § 2201; (5) § 2202, to the extent (i) that notice to any stockholder whether in or …

The following provisions of this Part shall not apply to any FSC: § 2205, to the extent that directors need not be elected from among the holders of stock; § 2206; [and] § 2208, to the extent that the president need not be a director. In addition to the above exemptions, no offic…

(a) As used in this section: (1) Director means any person who is or was a director or nominee director of a FSC and any person who, while a director of the FSC, is or was serving at the request of the FSC as a director, nominee director, officer, partner, trustee, employee or ag…

COL070307 If the articles of incorporation or the by-laws so provide, the board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees each of which, to the ext…

Every corporation formed under this Part must, within one (1) month after the filing of articles of incorporation with the Director of Revenue and COL070307 Taxation, adopt a code of bylaws for its government. These bylaws shall be consistent with its articles of incorporation an…

At the meeting for the adoption of the original bylaws, or at such subsequent meeting as may be then determined, directors shall be elected to hold their offices for one (1) year and until their successors are elected and qualified. Thereafter the directors of the corporation sha…

A corporation may, unless otherwise prescribed by this Part, in its bylaws prescribe: (1) For the time, place, and manner of calling and conducting regular or special meeting of its directors, and the time and manner of calling and conducting regular or special meetings of stockh…

The owners, of a majority of the paid up capital stock, entitled to vote, or a majority of the members if there be no capital stock, may, at a regular or special meeting duly called for the purpose, amend or repeal any bylaw or adopt new bylaws. The owners of two-thirds (2/3) of …

Unless otherwise provided in this Part, the corporate powers of all corporations formed under this Part shall be exercised, all business of such corporations conducted, and all property of such corporations controlled and held by a board of not less than three (3) nor more than e…

COL070307 The Articles of Incorporation or Bylaws may prescribe qualifications for directors. A director need not be a resident of Guam unless the Articles of Incorporation or Bylaws so prescribe. SOURCE: CC § 306; amended by P.L. 3-15 (7/14/55); and by P.L. 8-51 (8/2/65). Repeal…

At elections of directors there must be present, either in person or by representative authorized to act by written proxy, the owners of the majority of the paid up capital stock entitled to vote, or, if there be no capital stock, then a majority of the members entitled to vote. …

Immediately after election the directors of a corporation must organize by the election of the president, who must be one of their number, a secretary or treasurer who shall be a resident of Guam and such other officers as may be provided for in the bylaws. The directors and offi…

Directors of a corporation may be removed from office by a vote of two-thirds (2/3) of the members entitled to vote, or, if the corporation be a stock corporation, by the vote of the stockholders holding or representing two-thirds (2/3) of the paid up capital stock entitled to vo…

Whenever, from any cause, there is no person authorized to call a meeting, or when the officer authorized to do so refuses, fails, or neglects to call a meeting, the judge of the Superior Court, on the showing of good cause thereof, may issue an order to any stockholder or member…

Executors, administrators, guardians, or other persons in a position of trust, and legally authorized may vote as stockholders upon stock held in their representative capacity. SOURCE: CC § 313.

Upon the application of any person or body corporate aggrieved by any election held by any corporate body, the Superior Court must proceed forthwith to hear the allegations and proofs of the parties, or otherwise inquire into the matters of complaint, and thereupon confirm the el…

If for any cause no meeting is held on the day fixed and appointed by law or by the bylaws of the corporation for holding the election of directors a meeting may be called for that purpose either by the directors or as provided in § 2210 hereof; and, at the meeting held in pursua…

Any officer of a corporation who willfully gives a certificate or willfully makes an official report, public notice, or entry in any of the records or books of the corporation, concerning the corporation or its busi- COL070307 ness, which is false in any material representation s…

The proceedings had and the business transacted at any meeting of the stockholders or members of a corporation, if within the powers of the corporation, shall be valid even if the meeting be improperly held or called: Provided, that the stockholders or members of the corporation …

The meeting of the members or stockholders of a corporation shall be held at the place where the principal office of the corporation is established or located and where practicable, in the principal office of the corporation. Directors' meeting may be held at the place fixed in t…

When all the directors of a corporation are present at any directors' meeting, however called or noticed, and sign a written consent thereto, on the record of such meeting, or if the majority of the directors are present, and if those not present sign in writing a waiver of notic…

Transfer of Personal Property. The capital stock of stock corporations shall be divided into shares for which certificates signed by the president or vice president, countersigned by the secretary or clerk and sealed with the seal of the corporation, shall be issued in accordance…

Votes. Subscribers for stock shall pay to the corporation quarterly, on all unpaid subscriptions, interest from the date of subscription at the rate of COL021307 six (6) percentum per annum unless otherwise provided in the bylaws. No certificate of stock shall be issued to a subs…

Shares of stocks in corporations standing on the books of the corpora- tion in the name of a married woman may be transferred by her, her agent or attorney, without the signature of her husband, and in the same manner as if such married woman were a feme sole. All dividends payab…

When the shares of stock in a corporation are owned by parties residing out of Guam, the president, secretary, or directors of the corpo- ration, before entering any transfer of the shares on its books, or issuing a certificate therefor to the transferee, may require from the att…

All notices to stockholders in Guam shall be written or printed and delivered personally to each stockholder, unless otherwise provided in this Part, at least ten (10) days prior to any meeting or other action to which the notice applies. Service of said notices may be proved pri…

fraction of Share or to Permit or Recognize Transfers of Less than Whole Shares. In the absence of a contrary provision in the articles or bylaws, a corporation shall not be obligated (a) to issue either a fraction of a share or a scrip or other certificate evidencing such fracti…

The board of directors or trustees of any stock corporation formed, organized, or existing under this Part may at any time declare due and payable to the corporation unpaid subscriptions to the capital stock and may collect the same with interest accrued thereon or such percentag…

The order of the board of directors declaring payable any unpaid subscriptions to the capital stock shall state what percentage of the unpaid subscription is due and payable when, where, and to whom payable, the date of delinquency, which must be subsequent to the full term of pu…