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Terms Used In 18 Guam Code Ann. § 15137

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(a) Two or more persons may organize a professional limited liability company by filing articles of organization with the Department of Revenue and Taxation in accordance with this Chapter. In addition to other provisions required or permitted by law, the articles of organization of a professional limited liability company must include a statement:

(1) that the limited liability company is a professional limited liability company; and

(2) describing the one specific kind of professional service to be rendered by the limited liability company.

(b) A professional limited liability company may be organized under this act only for the purpose of rendering one specific type of professional service and ancillary services. A professional limited liability company organized under this act may not render more than one kind of professional service.

(c) Name. A professional limited liability company may adopt a name not contrary to the law or ethics regulating the practice of the professional service rendered through the profes- sional limited liability company. The name of the limited liability company must contain the words “”Professional Limited Liability Company”” or the abbreviations “”P.L.L.C.”” or “”PLLC”” and must contain other words as may be required by law.

(d) Restrictions on Members, Managers, and Officers.

(1) A person who is not licensed or otherwise autho- rized to render the professional service of the professional limited liability company may not be a member, manager or officer of the professional limited liability company. A membership interest in the professional limited liability company may not be transferred to a person who is not licensed or otherwise authorized to render the professional service of the professional limited liability company.

(2) If a member, manager, or officer of a professional limited liability company, or an agent or employee of the company who has been rendering professional service for or with the company of the same type for which the profes- sional limited liability company was organized to render,
becomes legally disqualified to render the professional service, the person shall sever all employment with the professional limited liability company and immediately terminate all financial interest in the company. The profes- sional limited liability company shall purchase or cause to be purchased from the person all membership interests owned by the person in the professional limited liability company, at a price and on terms as may be provided in the articles of organization, the regulations, or any applicable agreement among the members and the professional limited liability company.

(e) Rendering of Professional Services.

(1) A professional limited liability company may render professional service in Guam only through: (i) an individual member, manager, officer, employee, or agent who is licensed to render the professional service on Guam; or (ii) an agent of the professional limited liability company that is a professional limited liability company, professional corporation, or professional association that is authorized on Guam to render the professional service of the professional limited liability company and that renders the professional service only through a licensed individual member, manager, officer, or employee.

(2) This section does not prohibit employment by a professional limited liability company of clerks, secretaries, bookkeepers, technicians, nurses, assistants, and other individuals who are not usually and ordinarily considered by custom and practice to be rendering professional service for which a license or other legal authorization is required. A person may not, under the guise of employment, practice a profession on Guam unless licensed or otherwise legally authorized to practice that profession under the laws of Guam.

(f) Professional Relationships Not Affected. This Chapter does not alter or affect the professional relationship between a person rendering professional service and a person receiving the service, and a confidential relationship enjoyed on Guam between those persons remains unchanged. This Chapter doesnot remove or diminish any rights at law that a person receiving professional service has against a person rendering the service for an error, an omission, negligence, incompetence, or malfeasance. A limited liability company, but not the other individual members, managers, or officers, is jointly and severally liable with a member, manager, officer, employee, or agent rendering professional service for an error, omission, negligence, incompetence, or malfeasance on the part of the member, manager, officer, employee, or agent when the member, manager, officer, employee, or agent is rendering professional service in the course of employment for the limited liability company.