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GUAM CODE
ANNOTATED, TITLE 18
BUSINESS
STRUCTURE AND FUNCTION
CHAPTER
8,
PROFESSIONAL CORPORATIONS.
1
§ 8101. Citation. 1
§ 8102.
Definitions. 1
§ 8103.
Application of Chapter.
1
§ 8104.
Application of General Corporation Law. 2
§ 8105.
Formation; Purposes; Procedures; Certificate Required. 2
§ 8106.
Rendition of Professional Services. 2
§ 8107. Stock:
Qualification of Shareholders: Confidential
Financial Statements: Voting Trusts: Proxies. 2
§ 8108. Transfer
of Shares: Purchase by Corporation. 3
§ 8109.
Suspension or Revocation of Registration Certificate. 3
§ 8110. Name. 3
§ 8111. Rules
and Regulations Applicable. 3
CHAPTER
8, PROFESSIONAL CORPORATIONS
§
8101. Citation.
This
Chapter shall be known and may be cited as the
Professional Corporation Act.
Source:
CC § 450.
§
8102. Definitions.
As used
in this Chapter:
(a)
Professional services means any type of
professional services which may be lawfully rendered only pursuant to a
license, certification or registration authorized by the Business
License Law
(11 GCA Chapter 26).
(b)
Professional corporation means a corporation
organized under the General Corporation Law (this Part) which is
engaged in
rendering professional services in a single profession pursuant to a
certificate ofregistration issued by the governmental agency
regulating such
profession as herein provided and which in its practice or business
designates
itself as a professional corporation.
(c)
Licensed person means any natural person who is
licensed under the provisions of the Business License Law to render the
same
professional services as are or will be rendered by the professional
corporation of which he is, or intends to become, an officer, director,
shareholder, or employee.
(d)
Disqualified person means a licensed person who
for any reason becomes legally disqualified (temporarily or
permanently) to
render the same professional services which the particular professional
corporation of which he is an officer, director, shareholder or
employee is or
was rendering.
Source:
CC § 451.
§
8103. Application of Chapter.
This
chapter shall not apply to any corporation now
in existence or hereafter organized which may lawfully render
professional
services other than pursuant to this Chapter, nor shall anything herein
contained alter or affect any right or privilege, whether under any
existing or
future provision of the Business License Law or otherwise, in terms
permitting
or not prohibiting performance of professional services through the use
of any
form of corporation permitted by the General Corporation Law.
Source:
CC § 452.
§
8104. Application of General
Corporation Law.
The
provisions of the General Corporation Law
[Chapters 1 through 7 of this Part] shall apply to professional
corporations,
except where such provisions are in conflict with or inconsistent with
the
provisions of this Chapter. A professional corporation which has only
one
shareholder need have only one director who shall be such shareholder
and who
shall also serve as the president and treasurer of the corporation. The
other
officers of the corporation in such situation need not be licensed
persons. A
professional corporation which has only two shareholders need only
have two
directors who shall be such shareholders. The two shareholders between
them
shall fill the offices of president, vice president, secretary and
treasurer.
Source:
CC § 453.
§
8105. Formation; Purposes;
Procedures; Certificate Required.
A
corporation may be formed under the General
Corporation Law for the purposes of qualifying as a professional
corporation in
the manner provided in this Chapter and rendering professional
services. The
articles of incorporation of a professional corporation shall contain a
specific statement that the corporation is a professional corporation
within
the meaning of this Chapter. No professional corporation shall render
professional
services in Guam without a currently effective certificate of
registration
issued by the governmental agency regulating the profession in which
such
corporation is or proposes to be engaged, pursuant to the applicable
provisions
of the Business License Law.
Source:
CC § 454.
§
8106. Rendition of Professional
Services.
Subject
to the provisions of §13404, a professional
corporation may lawfully render professional services, but only through
employees who are licensed persons. The corporation may employ persons
not so
licensed, but such persons shall not render any professional services
rendered
or to be rendered by said corporation.
Source:
CC § 455.
NOTE: A
mistake exists in the original enactment of this Chapter. No code is
identified
as being the place where "§ 13404" is to be found. It could only
be
found in the former Government Code, as no other code has its numerical
sequence going that high. However, this section in the Government Code
established the Agat-Sumay Memorial Park, and land for recreational
purposes
(two laws were passed, each with the same section number). There is no
relation
between § 13404 and the topic of this section and the Compiler is
at a loss to
know what was intended by this reference.
§
8107. Stock: Qualification of
Shareholders: Confidential Financial Statements: Voting Trusts: Proxies.
Shares of
capital stock in a professional
corporation may be issued only to a licensed person, and any shares
issued in
violation of this restriction shall be void. Unless there is a public
offering
of securities by a professional corporation, its financial statements
shall be
confidential, except to the extent that such statements shall be
subject to
subpoena in connection with any judicial or administrative proceeding,
and may
be admissible in evidence therein. No shareholder of a professional
corporation
shall enter into a voting trust, proxy, or any other arrangement
vesting
another person (other than another licensed person who is a shareholder
of the
same corporation) with the authority to exercise the voting power of
any or all
of his shares, and any such purported voting trust, proxy, or other
arrangement
shall be void.
Source:
CC § 456.
§
8108. Transfer of Shares:
Purchase by Corporation.
Shares in
a professional corporation may be
transferred only to a licensed person or to such professional
corporation, and
any transfer in violation of this restriction shall be void.
A
professional corporation may purchase its own
shares without regard to any restrictions provided by law upon the
repurchase
of shares, if at least one share remains issued and outstanding.
If the
corporation should fail to acquire all of
the shares of a disqualified or deceased shareholder, or if the
disqualified
shareholder or the representative of a deceased shareholder shall fail
to
transfer said shares to the corporation or to a licensed person, within
ninety
(90) days following the date of disqualification, or within six months
following the date of death of such shareholder, as the case may be,
then the
certificate of registration of such corporation may be suspended or
revoked by
the governmental agency regulating the profession in which such
corporation is
engaged. In the event of such suspension or revocation such corporation
shall
cease forthwith to render professional services.
Source:
CC § 457.
§
8109. Suspension or Revocation
of Registration Certificate.
The
following shall be grounds for the suspension
or revocation of the certificate of registration of a professional
corporation:
(a) if
all shareholders of such corporation shall
at any one time become disqualified persons, or
(b) if
the sole shareholder shall become a
disqualifiederson, or
(c) if
such corporation shall knowingly employ or
retain in its employment a disqualified person, or
(d) if
such corporation shall violate any
applicable rule or regulation adopted by the governmental agency
regulating the
profession in which such corporation is engaged, or
(e) if
such corporation shall violate any statute
applicable to a professional corporation, or
(f) any
ground for such suspension or revocation
specified in the Business License Law relating to the profession in
which such
corporation is engaged. In the event of such suspension or revocation
of its
certificate of registration such corporation shall cease forthwith to
render
professional services.
Source:
CC § 458.
§
8110. Name.
A
professional corporation may adopt any name
permitted by law expressly applicable to the profession in which such
corporation
is engaged or by a rule or regulation of the governmental agency
regulating
such profession; provided, however, that such name shall not be
substantially
the same as the name of a domestic corporation, the name of a foreign
corporation which is authorized to transact business in Guam, or a name
which
is under reservation for another corporation.
Source:
CC § 459.
§
8111. Rules and Regulations
Applicable.
A
professional corporation shall be subject to the
applicable rules and regulations adopted by, and all the disciplinary
powers
of, the governmental agency regulating the profession in which such
corporation
is engaged. Nothing in this Chapter shall affect or impair the
disciplinary
powers of any such agency over licensed persons or any law, rule of
regulation
pertaining to the standards for professional conduct.
Source:
CC § 460.
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