(c) Person shall mean any individual, firm, partnership, association, corporation, company, syndicate, estate, trust, limited liability company, limited partnership, limited liability partnership, business trust or organization of any kind, or any branch or division thereof.

§ 7102. License and Authority to Transact Business Required.

(a) A foreign corporation shall not transact business in Guam until it obtains both a business license and a certificate of authority to do so from the Director of the Department of Revenue and Taxation.

(b) Without excluding other activities which may not be considered to be transacting business, a foreign corporation shall not be considered to be transacting business merely because its subsidiary transacts business in Guam , or merely because of its status as any one (1) or more of the following:

(1) a shareholder of a domestic corporation;

(2) a shareholder of another foreign corporation transacting business;

(3) a limited partner of a foreign limited partnership transacting business;

(4) a limited partner of a domestic limited partnership;

(5) a member or manager of a foreign limited liability company transacting business;

(6) a member or manager of a domestic limited liability company;

(7) a limited partner of a foreign limited liability partnership transacting business; or

(8) a limited partner of a domestic limited liability partnership.

(c) Without excluding other activities which may not be considered to be transacting business in Guam , a foreign corporation shall not be considered to be transacting business in Guam within the meaning of this Subdivision solely by reason of carrying on in Guam any one (1) or more of the following activities.

The following activities, among others, do not constitute transacting business within the meaning of Subsection (1) of this Section:

(1) maintaining, defending or settling any proceeding;

(2) holding meetings of the board of directors or shareholders, or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and registration of the corporation's own securities, or maintaining trustees or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside Guam before they become contracts;

(7) creating or acquiring indebtedness, mortgages and security interests in real or personal property;

(8) securing or collecting one's own debts or enforcing mortgages and security interests in property securing one's own debts;

(9) owning, without more, real or personal property;

(10)conducting an isolated transaction that is completed within sixty (60) days and that is not one in the course of repeated transactions of a like nature; or

(11)transacting business in interstate commerce.

(d) The list of activities in this Section are not exhaustive.

§ 7103. Consequences of Transacting Business Without Authority.

(a) No foreign corporation transacting business on Guam without a business license and a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court on Guam until it obtains both a business license and a certificate of authority to transact business on Guam .

(b) No successor to a foreign corporation that transacted business on Guam without a business license and a certificate of authority, and the assignee of a cause of action arising out of that business, shall maintain any action, suit or proceeding based upon that cause of action in any court on Guam until the foreign corporation, or its successor or assignee obtains both a business license and a certificate of authority.

(c) The court may stay any action, suit or proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation, or its successor, requires a business license and a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation, or its successor or assignee obtains the license and certificate.

(d) A foreign corporation which transacts business on Guam without a business license and a certificate of authority shall be liable to the government of Guam for the years or parts thereof during which it transacted business on Guam without a business license and a certificate of authority, in an amount equal to all fees and taxes which would have been imposed under this Chapter upon such corporation had it duly applied for and received a business license and a certificate of authority to transact business on Guam, as required by this Chapter, and thereafter filed all reports required by this Chapter, plus a penalty of Two Hundred Dollars ($200.00) for each day that unauthorized business is transacted; and the foreign corporation, by transacting unauthorized business, shall be deemed to consent to the jurisdiction of the courts of Guam in any civil action arising on Guam in which the corporation is named a party defendant.

The penalty established in this Section shall be assessed according to the number of days it is found that the corporation has been willfully transacting unauthorized business.

(e) Notwithstanding Subsections (a) and (b) of this Section, the failure of a foreign corporation to obtain both a business license and a certificate of authority does not impair the validity of any contract, mortgage, deed or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any courts of Guam .

§ 7104. Application for Certificate of Authority.

(a) A foreign corporation may apply for a certificate of authority to transact business on Guam by delivering an application to the Director of the Department of Revenue and Taxation for filing. The application shall set forth:

(1) the name of the foreign corporation or, if its name is unavailable for use on Guam , a corporate name that satisfies the requirements of § 7107 of this Title;

(2) the name of the state or country under whose law it is incorporated;

(3) the date of incorporation and the period of duration of the corporation;

(4) the address, including street and number and mailing address, if different, of the principal office of the corporation in the state or country under the laws of which it is incorporated;

(5) the address, including street and number, of its registered office on Guam and the name of its registered agent at that office;

(6) the purpose(s) of the corporation which it proposes to pursue in the transaction of business on Guam ;

(7) the names and usual business addresses of its current directors and officers; and

(8) such additional information as may be necessary or appropriate in order to enable the Director of the Department of Revenue and Taxation to determine whether such corporation is entitled to a certificate of authority to transact business on Guam, and to determine and assess the fees and taxes payable as prescribed by the laws of Guam.

(b) The foreign corporation shall deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state, or other official having custody of corporate records in the state or country under whose law it is incorporated. A translation of the certificate, under oath of the translator, must be attached to a certificate which is in a language other than the English language.

§ 7105. Amended Certificate of Authority.

(a) A foreign corporation authorized to transact business on Guam must obtain an amended certificate of authority from the Director of the Department of Revenue and Taxation if it changes:

(1) its corporate name;

(2) the period of its duration;

(3) the state or country of its incorporation; or

(4) if any, the purpose or purposes of the corporation which it proposes to pursue in the transaction of business on Guam , in addition to those set forth in its prior application for a certificate of authority.

(b) Such application shall be made within thirty (30) days after the occurrence of any change mentioned in Subsection (a).

(c) The requirements of § 7104 for obtaining an original certificate of authority apply to obtaining an amended certificate under this Section.

(d) The filing fee for application of an amended certificate of authority shall be Twenty-five Dollars ($25.00).

§ 7106. Effect of Certificate of Authority.

(a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business on Guam; subject, however, to the right of the government of Guam to suspend or revoke such authority and certificate as provided in this Chapter and all applicable laws of Guam.

(b) A foreign corporation with a valid certificate of authority under this Chapter shall, until the certificate is revoked or withdrawn, have the same, but no greater rights and has the same but no greater privileges as, and except as otherwise provided by this Chapter, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed upon, a domestic corporation of like character.

(c) This Chapter does not authorize the government of Guam to regulate the organization or internal affairs of a foreign corporation authorized to transact business on Guam .

§ 7107. Corporate Name of Foreign Corporation.

(a) If the corporate name of a foreign corporation does not satisfy the requirements of §2110, the foreign corporation to obtain or maintain a certificate of authority to transact business on Guam :

(1) may add the word 'corporation, ''incorporated, ''company,' or 'limited,' or the abbreviations 'corp.,' 'inc.,' 'co.,' or 'ltd.,' to its corporate name for use in Guam ; or

(2) may use a fictitious name to transact business on Guam if its real name is unavailable and it delivers to the Director of the Department of Revenue and Taxation for filing a copy of the resolution of its Board of Directors, certified by its secretary, adopting the fictitious name.

(b) Except as authorized by Subsections (d) and (e) of this Section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the Director of the Department of Revenue and Taxation from:

(1) the name of any domestic and foreign corporation, partnership, limited liability company, limited partnership or limited liability partnership organized under the laws of Guam or authorized to transact business on Guam ;

(2) a corporate name reserved or registered under §2110.1 and §2110.2;

(3) the fictitious name of another foreign corporation authorized to transact business on Guam ; or

(4) the name of a not-for-profit corporation incorporated or authorized to transact business on Guam .

(c) A foreign corporation may apply to the Director of the Department of Revenue and Taxation for authorization to use on Guam a name of another domestic or foreign corporation incorporated or authorized to transact business on Guam that is not distinguishable upon the corporation's records from the name applied for. The Director of the Department of Revenue and Taxation shall authorize use of the name applied for if:

(1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the Director of the Department of Revenue and Taxation to change its name to a name that is distinguishable upon the records of the Director of the Department of Revenue and Taxation from the name of the applying corporation; or

(2) the applicant delivers to the Director of the Department of Revenue and Taxation a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for on Guam .

(d) A foreign corporation may use on Guam a name which is the same as the name, including the fictitious name, of another domestic or foreign corporation organized under the laws of Guam, or authorized to transact business on Guam, if the foreign corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other corporation; or

(3) has acquired all, or substantially all, of the assets, including the corporate name, of the other corporation.

(e) If a foreign corporation authorized to transact business on Guam changes its corporate name to one that does not satisfy the requirements of §2110, it may not transact business on Guam under the changed name, until it adopts a name satisfying the requirements of §2110 and obtains an amended certificate of authority under § 7105.

§ 7108. Registered Office and Registered Agent of Foreign Corporation.

(a) Each foreign corporation authorized to transact business on Guam shall continuously maintain on Guam :

(1) a registered office that may be the same as any of its places of business; and

(2) a registered agent, who shall be:

(i) an individual who resides on Guam and whose business office is identical to the registered office;

(ii) a domestic corporation or nonprofit domestic corporation whose business office is identical with the registered office; or

(iii) a foreign corporation or foreign nonprofit corporation authorized to transact business on Guam whose business office is identical with the registered office.

(b) A registered agent appointed pursuant to this Section or a successor registered agent appointed pursuant to § 7109 on whom process may be served shall each file a statement in writing with the Department, in such form and manner as shall be prescribed by the Director of the Department of Revenue and Taxation, accepting the appointment as a registered agent simultaneously with the registered agent being designated. Such statement of acceptance shall state that the registered agent is familiar with, and accepts, the obligations of that position.

§ 7109. Change of Registered Office or Registered Agent of Foreign Corporation.

(a) A foreign corporation authorized to transact business on Guam may change its registered office or registered agent, or both, by delivering to the Director of the Department of Revenue and Taxation for filing a statement of change that sets forth:

(1) the name of the foreign corporation;

(2) the street address of its current registered office;

(3) if the current registered office is to be changed, the street address to which the registered office is to be changed;

(4) the name of its current registered agent;

(5) if the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, or in the corporation's next annual report filed with the Director of the Department of Revenue and Taxation, to the appointment;

(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical; and

(7) that such change was authorized by resolution duly adopted by its Board of Directors.

(b) If a registered agent changes the mailing address or location of the registered agent's business office, the registered agent shall change the mailing address or location of the registered office of any foreign corporation for which that person is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the Director of the Department of Revenue and Taxation for filing a statement of change that complies with the requirements of Subsection (a) of this Section, and recites that the corporation has been notified of the change.

§ 7110. Resignation of Registered Agent of Foreign Corporation.

(a) The registered agent of a foreign corporation may resign the registered agent's agency appointment upon signing and delivering to the Director of the Department of Revenue and Taxation for filing the original and two (2) exact or conformed copies of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.

(b) After filing the statement, the Director of the Department of Revenue and Taxation shall attach the filing receipt to one (1) copy and mail the copy and receipt to the registered office if not discontinued. The Director of the Department of Revenue and Taxation shall mail the other copy to the foreign corporation at the foreign corporation's mailing address or the foreign corporation's principal office address shown in its most recent annual report.

(c) The agency appointment is terminated, and the registered office discontinued if so provided in the signed statement under Subsection (a) of this Section, on the thirty-first (31st) day after the date on which the statement was filed.

Moroni Law Offices Guam Attorneys Incorporation, Business Start Up, Procurement, Family Law, Litigation

GUAM CODE ANNOTATED, TITLE 18

BUSINESS STRUCTURE AND FUNCTION

CHAPTER 7 - FOREIGN CORPORATIONS. 1

<

Moroni Law Offices
Guam Attorneys
Incorporation, Business Start Up, Procurement,
Family Law, Litigation