GUAM CODE ANNOTATED, TITLE 18
BUSINESS STRUCTURE AND
FUNCTION
CHAPTER 5, EXTENSION AND
DISSOLUTION
OF CORPORATIONS.
1
§ 5101. Winding
Up. 1
§ 5102.
Voluntary Dissolution. Application to Superior Court. 1
§ 5103.
Extension of Corporate Existence. 2
§ 5104.
Application, Contents of. 2
§ 5105.
Application, Signing by Majority. 2
§ 5106. Notice
by Clerk of Court. 2
§ 5107. Filing
Objection. 3
§ 5108. Record:
Appeal. 3
§
5101. Winding Up.
Every
corporation whose charter expires by its own
limitation or is annulled 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 when it would have been so dissolved, for the purpose of
prosecuting and
defending suits by or against it and of enabling it gradually to settle
and
close its affairs, to dispose of and convey its property and to divide
its
capital stock, but not for the purpose of continuing the business for
which it
was established.
At any
time during said three (3) years said
corporation is authorized and empowered to convey all of its property
to
trustees for the benefit of members, stockholders, creditors, and
others
interested. From and after any such conveyance by the corporation of
its
property in trust for the benefit of its members, stockholders,
creditors, and
others in interest, all interest which the corporation had in the
property
terminates, the legal interest vests in the trustees, and the
beneficial
interest in the members, stockholders, creditors, or other persons in
interest.
Source:
CC § 399.
§
5102. Voluntary Dissolution.
Application to Superior Court.
(a) A
corporation may be dissolved at any time by
the Superior Court upon the voluntary application of a majority of the
members
or of the stockholders holding at least two-thirds (2/3) of all shares
of stock
issued or subscribed.
(b) The
Director of Revenue and Taxation shall
charge a filing fee of Twenty-five Dollars ($25.00) for each voluntary
corporate dissolution filed with the Department.
Source:
CC § 400; amended by P.L. 9-98 ( 8/17/67 ). Amended by P.L.
29002:V:I:57 ( May
18, 2007 ).
2007
COMMENT: The amendment by P.L. 29-002 added a new subsection (a) to the
existing, unnumbered provision. To better organize the section, the
existing
provision was designated subsection (a) and the new subsection (from
P.L.
29-002) was redesignated subsection (b) by the Compiler.
§
5103. Extension of Corporate
Existence.
Every
corporation heretofore or hereafter formed,
and existing under the laws of the Territory of Guam , may at any time
prior to
the expiration of the term of its corporate existence extend such term
to a
period not exceeding fifty (50) years from the date of such extension.
Such
extension may be made at any meeting of the
stockholders, or members, called by the directors especially for
considering
the subjects, if voted for the stockholders representing two-thirds
(2/3) of
the capital stock; or by two-thirds (2/3) of the members where there is
no
capital stock; or may be made upon the written consent of two-thirds
(2/3) of
the members or of the stockholders representing two-thirds (2/3) of the
capital
stock; provided, the written consent of the Governor of Guam shall
first be
obtained. A certificate of such vote or consent of the stockholders or
members,
bearing the corporate seal and signed and sworn to by the president and
secretary and by a majority of the directors or trustees of the
corporation,
together with a duly certified copy of such written consent of the
Governor of
Guam, shall be filed in the Department of Revenue and Taxation and
thereupon
the term of existence of the corporation shall be extended for the
period
specified in such certificate. The Director of Revenue and Taxation
shall
forthwith issue a certified copy of said certificate. The fees for
certifying
such certificate and filing the same and the certified copy thereof,
shall be
the same as those prescribed by law for certifying and filing articles
of
incorporation.
In no
event shall such extensions be construed to
prolong or extend the term of existence of any franchise or privilege
heretofore granted to any corporation or joint-stock company by
executive act,
beyond the term fixed by the provisions of said act, conferring such
privilege
or franchise, or beyond the term fixed for the maximum period of
existence, of
such corporation or joint-stock company by laws in force and governing
the formation
and organization thereof at the time such corporation or
jointstock company
was formed or organized.
Source:
CC § 401. References to Director, Department of Finance changed to
Revenue and
Taxation pursuant to P.L. 9-228.
§
5104. Application, Contents of.
The
application for dissolution must be in writing
and shall set forth all claims and demands against the corporation, and
that,
at a meeting of the members or stockholders of the corporation called
for that
purpose, the dissolution of the corporation was resolved upon by a
majority of
the members or, if a stock corporation, by the affirmative vote of the
stockholders holding or representing two-thirds (2/3) of all
shares of stock
issued or subscribed.
Source:
CC § 402.
§
5105. Application, Signing by
Majority.
The
application for dissolution must be signed by a
majority of the board of directors or other officers having the
management of
the affairs of the corporation and must be verified by the president or
secretary or clerk or some director of the corporation.
Source:
CC § 402a.
§
5106. Notice by Clerk of Court.
Notice of
the application for dissolution must be
given by the clerk of the court upon order of the court by publication
for not
less than thirty (30) days nor more than sixty (60) days of notice. The
notice
must be posted in at least three (3) public places at the place where
the
principal office of the corporation is established or located. The date
on
which the right of objection to the application expires must be set out
in the
notice and must be subsequent to the period prescribed for the
publication of
such notice.
Source:
CC § 402b.
§
5107. Filing Objection.
On or
before the date on which the right of
objection expires as declared in the notice, any person may file
objections to
the dissolution of the corporation. The issue made by the application
and the
objection thereto shall be tried by the court upon five (5) days'
notice to the
applicants and to the persons who have filed objections, and shall be
determined
by the court as justice and right may require. Should no objections to
the
application be filed on or before the date prescribed for filing the
same, the
court shall proceed to hear the application, and if the application is
sufficient and all the material statements made therein are shown to be
true,
the court may appoint receivers to collect and take charge of the
assets of the
corporation and shall declare the corporation dissolved and decree such
disposition of its assets and property remaining as the law may permit
and
justice may require.
Source:
CC § 402c.
§
5108. Record: Appeal.
The
application, notices thereof, and proof of
publication and posting of notices, the objections filed to the
dissolution, if
any there be, the declaration of dissolution, and the evidence and
proofs taken
of dissolution shall constitute the record in the case, and an appeal
from the
judgment may be taken to the District Court as from other judgments of
the
Superior Court.
Source:
CC § 402d.
|
