Terms Used In 18 Guam Code Ann. § 2114

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
Except as may otherwise be provided in the articles of incorporation of an Investment Company or an International Finance Company, the stockholders or members of any such corporation shall not be personally liable for the payment of the debts of any such corporation except as they may be liable by reason of their own conduct or acts, and, notwithstanding any other provision of this Part, an Investment Company or an International Finance Company, unless its articles of incorporation expressly exclude the application of any of the following provisions:

(a) May issue shares of its authorized but previously unissued stock and may dispose of treasury shares for such consideration (including cash, services rendered, personal or real property or leases thereof, or a combina- tion of any of the foregoing) as is determined from time to time by the Board of Directors, provided that in the case of issuance of shares, such consideration shall have a value not less than the par value or capital value of such shares, as the case may be;

(b) May amend its articles of incorporation by the affirmative vote of the holders of a majority of the stock entitled to vote; the holders of the outstanding shares of a class shall be entitled to vote as a class upon a pro- posed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely; if any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class so as to affect them adversely, but shall not so affect the entire class, then

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only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this Subsection; and, if more than one class of stock or more than one series of any class are issued, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights shall be set forth in full or summarized on the face or back of the certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements, there may be set forth on the face or back of such certificate a statement that the issuer will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences or rights;

(c) May authorize and make distributions to stockholders in cash, in- kind or in securities issued by it whenever and to the extent that:

(1) immediately after authorization thereof, its net assets, valued at the higher of either market or book and after giving effect to the proposed distribution, shall be at least equal in value to the aggregate par value and capital value of the outstanding shares of its stock and, in the case of distribution of securities issued by it, such distribution would not reduce its net assets below the aggregate par and capital values of its outstanding stock as adjusted to reflect such distribution;

(2) the total amount or value thereof (excluding distributions of shares of its stock) does not exceed its net profits for the fiscal year in which such distribution is authorized or the preceding fiscal year; or

(3) the effect thereof would be to distribute up to all of the amount of which a specified portion thereof would have to be distributed to satisfy the requirements of Section 852(a)(1) of the Guam Territorial Income Tax Law; provided, however, that no stockholder shall be liable to any person with respect to any distribution received whether or not in violation hereof unless such stockholder shall have had actual knowledge at the time of receipt that such distribution was made in violation hereof;

(d) May adopt, amend or repeal its bylaws by the affirmative vote of a majority of its entire Board of Directors or in such other manner as may be specified in its articles of incorporation; provided, however, that a copy of

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its bylaws, as amended, and certified by an officer of the corporation, shall be kept in the principal office of the corporation;

(e) May issue, register and deliver certificates representing shares of its stock or any other securities either in registered form or, subject to any rules made from time to time by the Administrator under the Uniform Securities Act governing the issuance of bearer securities by an Investment Company or an International Finance Company, in bearer form;

(f) May authorize the use of facsimiles for any or all signatures on certificates representing securities of the corporation; and if any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the issuer with the same effect as if such person were an officer, transfer agent or registrar at the date of issue;

(g) May, in addition to or in lieu of the issuance of certificates representing securities of the corporation, adopt a system of issuance, recordation or transfer of its securities by electronic or other means not involving any issuance of certificates, including provisions for notice to purchasers in substitution for the delivery of such certificates and for any statement thereon necessary to comply with Subsection (b) of this Section; and

(h) May issue a new certificate representing securities of the corporation in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruc- tion of any such certificate or the issuance of such new certificate.

SOURCE: CC § 299 added by P.L. 16-115:5.

§ 2115. Law relative to Investment Companies and International
Finance Companies.

(a) The following provisions of this Part shall not apply to any
Investment Company or to any International Finance Company: (1) § 2108;
(2) § 2109;

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(3) § 2110(c); (4) § 2201;
(5) § 2202, to the extent (i) that notice to any stockholder whether in or absent from Guam may be delivered and served by depositing the same with any office or collection facility of the United States mail, first class postage prepaid addressed to such stockholder at his address of record as shown by the books of the corporation and service of said notice may be proved prima facie by an affidavit of the person making such deposit, and (ii) no posting of any notice shall be required;

(6) § 2204;

(7) § 2205, to the extent (i) that directors need not be elected from among the holders of stock, or, where there is no stock, from the members of the corporation, and (ii) that any contractual arrangement duly authorized by the Board of Directors shall otherwise provide for the management or administration of its business or property;

(8) § 2206, and no officer shall be required to own any shares of the capital stock of the corporation of which he is an officer;

(9) § 2208, to the extent that the president need not be a director and neither the secretary nor the treasurer need be a resident of Guam;

(10) § 2216, to the extent that the meeting of the stockholders or members of a corporation need not be held in Guam, but may be held in such other place as may be fixed by the Board of Directors, if an annual meeting of stockholders or members of the corporation was held in Guam within the past two (2) calendar years;

(11) § 3102; (12) § 3104;
(13) § 3105, to the extent set out in § 2115(5);

(14) § 4101(e), to the extent that there shall be no restrictions applicable to real estate located outside Guam;

(15) § 4105; (16) § 4108;
(17) § 4201; and

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(18) § 4202.

(b) Notwithstanding any other provisions of this Part:

(1) No Investment Company or International Finance Company shall issue shares having par value unless the consideration received for such shares includes cash in an amount not less than the sum of the par value of such shares;

(2) No individual shall serve as director of a Public Finance Corporation unless such individual owns at least one (1) share of the capital stock of such corporation;

(3) At least one director of a Public Finance Corporation shall be a resident of Guam; and

(4) As used in this Subsection, the term ‘Public Finance Corporation’ means a stock corporation that is an Investment Company and has more than thirty-five (35) share holders of record.

SOURCE: CC § 300 added by P.L. 16-115:6.