Privacy and Flexibility – Hallmarks of the Guam Corporation

Guam’s incorporation laws offers the highest level of privacy available from a U.S. Jurisdiction.

NOT ON WEB. Guam’s corporation records are not available on the web or via the internet. Anyone wishing to learn the public details of your corporation will have to visit the Department of Revenue and Taxation in Dededo, Guam, and request to see the physical file.

INCORPORATORS. In Guam, only the Articles of Incorporation need to be filed. The articles are signed by the incorporators. The by-laws are not filed. An “incorporator” is merely a person who signs and files the Articles of Incorporation. (See Section 28111) There is no requirement under the statute that the incorporators be shareholders or directors. There is no requirement that the initial shareholders or directors be listed in the Articles. The shareholders are determined at an organizational meeting held after the corporation is formed. If you so choose, we can serve as the Incorporators, without assuming any ownership or control of the corporation. Only our names will appear in the publicly-filed Articles.

NOMINEE SHAREHOLDERS. Each year, starting the year after formation, a corporation must file an annual report (see 18 GCA 4304) stating, among other things, the names and addresses of the shareholders. However, Guam corporations may use nominee shareholders. (See Section 28711) This means that the person listed as the shareholder, may be a “placeholder” for the “beneficial” owner. The beneficial owner may still vote the shares and receive all the benefits of a shareholder. However, that person’s name would not appear in any public record. Using nominee shareholders can protect the identity of the beneficial owners and reduce the likelihood of nuisance lawsuits.

BOARD OF DIRECTORS NOT REQUIRED. A corporation with less than 50 shareholders may dispense with a board of directors by stating in its articles of incorporation who will perform some or all of the duties of a board of directors. A typical provision will state that the "shareholders shall appoint a person who shall carry out the functions of the Board..." This has a number of advantages. It allows the day-to day operations of the corporation to  be managed by one person with no need for annual elections. Since there are no directors, there are no directors to name in the annual report. It also avoids the need for purposeless Board meetings.