18 Guam Code Ann. § 2110
Terms Used In 18 Guam Code Ann. § 2110
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) shall contain the word >corporation,= >incorporated,= >company,=
or >limited,= or the abbreviation >corp.,= >inc.,= >co.,= or >ltd.,= or words or
abbreviations of like import in another language; provided, however, that if the word >company= or its abbreviation is used, it shall not be immediately preceded by the word >and= or by an abbreviation of or symbol representing the word >and;=
(b) shall not contain any word or phrase stating or implying that the corporation is organized for a purpose other than that permitted by its Articles of Incorporation and all applicable laws of Guam;
(c) except as authorized by Subsections (d) and (e) of this Section, a corporate name shall not be the same as, or deceptively similar to:
(1) the corporate name of a corporation incorporated or authorized to transact business on Guam;
(2) a name reserved under § 2110.1 or registered under § 2110.2;
(3) the fictitious name adopted by a foreign corporation authorized to transact business on Guam because its real name is unavailable;
(4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business on Guam; or
(5) the name of any partnership, limited partnership, limited liability partnership or limited liability company, domestic or foreign, which is organized under the laws of Guam or registered to transact business on Guam;
(d) A corporation may apply to the Director of the Department of Revenue and Taxation for authorization to use a name that is the same as, or deceptively similar to, one (1) or more of the names described in Subsection (c) of this Section; the Director of Revenue and Taxation shall authorize use of the name applied for if:
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18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 2 FORMATION OF CORPORATIONS
(1) the other corporation, holder of a reserved or registered name, limited partnership, limited liability partnership or limited liability company 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 the same as, or deceptively similar to, 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 the final judgment of a court of competent jurisdiction establishing the applicant’s right to use the name applied for on Guam;
(e) a corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used on Guam if the other corporation or limited liability company is organized or authorized to transact business on Guam and the proposed user 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 name, of the other corporation or limited liability company;
(f) The provisions of this Section do not control the use of fictitious names;
(g) Nothing in this Section shall abrogate or limit the law as to unfair competition or unfair practice in the use of trade names, nor derogate from the common law, the principles of equity, or the statutes of Guam or of the United States with respect to the right to acquire and protect trade names; and
(h) the assumption of a name in violation of this Section shall not affect or vitiate the corporate existence, but the courts of Guam, having equity jurisdiction, may, upon the application of the government, or of any person, unincorporated association, or corporation interested or affected, enjoin such corporation in violation from transacting business under any name assumed in violation of this Section.
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18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 2 FORMATION OF CORPORATIONS
(i) The Director of Revenue and Taxation shall charge a fee of Twenty-five Dollars ($25.00) for a name change resulting from a merger between two (2) companies, groups or associations.
SOURCE: CC § 295. No § 294 existed in the Civil Code. Amended by P.L. 27-57:11. Subsection (i) added by P.L. 29-002:V:I:54 (May 18, 2007).