(a) A limited liability company may be dissolved involuntarily by a decree of the Superior Court of Guam in an action filed by the Attorney General’s Office when it is established that the limited liability company:

(1) Has procured its articles of organization through fraud;

(2) Has exceeded the authority conferred upon it by
law;

(3) Has committed a violation of any provision of law
whereby it has forfeited its charter;

(4) Has carried on, conducted, or transacted its business in a persistently fraudulent or illegal manner; or

(5) By the abuse of its powers contrary to the public policy of Guam, has become liable to be dissolved.

(b) A limited liability company may be dissolved involun- tarily by order of the Department of Revenue and Taxation when the Department of Revenue and Taxation has determined that the limited liability company:

(1) Has failed to file its annual report or pay the filing fee for the annual report within the time required by this Chapter;

(2) Has failed for 30 days to appoint and maintain a registered agent in Guam; or

(3) Has failed for 30 days after change of its registered office or registered agent to file in the office of the Depart- ment of Revenue and Taxation a statement of such change.

(c) No limited liability company shall be involuntarily dissolved under Subsection (b) unless the Department of Revenue and Taxation has given the limited liability company not less than 90 days notice of the proposed dissolution, stating the reasons therefore and addressed to its registered office or to its principal place of business, and the limited liability company has failed prior to such involuntary dissolution to correct the reasons for the proposed involuntary dissolution.

(d) If the Department of Revenue and Taxation involuntarily dissolves any limited liability company under the provisions of Subsection (b), it shall issue a certificate to such effect and mail the certificate to the limited liability company at its registered office or its principal place of business. Upon the issuance of such certificate of involuntary dissolution, the existence of the limited liability company shall cease, except as otherwise provided by law.

(e) The enumeration in Subsections (a) and (b) of grounds for involuntary dissolution shall not exclude an action or special proceeding for the annulment dissolution of a limited liability

company for other cause as provided in any other statute of
Guam.

2021 NOTE: References to “”territory”” replaced with “”Guam”” pursuant to
1 Guam Code Ann. § 420.