(a) To become and to continue as a registered limited liability partner- ship, a partnership shall file with the Department of Revenue and Taxation an application stating the name of the partnership; the address of its principal office; the number of the partners; a brief statement of the business in which the partnership engages; any other matters that the partnership wishes to include; and that the partnership thereby applied for status as a registered limited liability partnership. If the partnership’s principal office is not located on Guam, it shall provide the name and address of a registered agent on Guam for service of process.

(1) The application shall be executed by a majority in interest of the partners or by one or more partners authorized to execute an application.

(2) The application shall be accompanied by a fee which shall be established and collected by the Department of Revenue and Taxation.

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(3) The Department of Revenue and Taxation shall register as a registered limited liability partnership any partnership that submits a completed application with the required fee.

(4) A partnership registered under this Section shall pay, in each year following the year in which its application is filed, on a date specified by the Department of Revenue and Taxation, an annual fee of Two Hundred Fifty Dollars ($250.00) for each partner, but in no event shall the fee payable by an LLP in a given year be more than One Thousand Dollars ($1,000.00) regardless of the number of partners. Payment of the fee must be accompanied by a notice, on a form provided by the Department of Revenue and Taxation, of the number of partners currently in the partnership and of any material changes in the information contained in the partnership’s application for registration.

(5) Registration is effective immediately after the date an application is filed, and remains effective until: (i) It is voluntarily withdrawn by the limited liability partnership filing with the Department of Revenue and Taxation a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized to execute a withdrawal notice; or (ii) 30 days after receipt by the partnership of a notice from the Department of Revenue and Taxation (which notice shall be sent by certified mail, return receipt requested) that the partnership has failed to make timely payment of the annual fee specified in Subsection (e), unless the fee is paid within such a 30 day period.

(6) The status of a partnership as a registered limited liability partnership, and the liability of the partners thereof, shall not be affected by (i) errors in the information stated in an application under Subsection (1) of this Section or a notice under Subsection (a) of this Section, or (ii) changed after the filing of such an application or notice in the information stated in the application or notice.

(7) The Department of Revenue and Taxation may provide forms for the application under Subsection (a) of this Section or a notice under Subsection (e) of this Section.

(8) A limited liability partnership is a “business” as defined in
Section 26101 of Article I of Chapter 26 of Title 11, Guam Code

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Annotated, and is subject to the taxes imposed under Chapter 26 of
Title 11, Guam Code Annotated.

(b) The name of a registered limited liability partnership shall contain the words ‘Registered Limited Liability Partnership‘ or the abbreviation
‘L.L.P.’ or ‘LLP’ as the last words or letters of its name.

(c) A registered limited liability partnership may conduct its business, carry on its operations, and have and exercise the powers granted by this act in any state, territory, or possession of the United States or in any foreign country.

(1) The internal affairs of a registered limited liability partnership, including the liability of partners for debts, obligations, and liabilities of or chargeable to the partnership, shall be subject to and governed by the laws of Guam.

(2) Subject to relevant law regarding the regulation and control of specific types of business, registered limited liability partnerships which are formed and existing under the laws of another jurisdiction, may do business on Guam.

(3) The internal affairs of such partnerships, including the liability of partners for debts, obligations, and liabilities of or chargeable to partnerships, shall be subject to and governed by the laws of such other jurisdiction

SOURCE: Added by P.L. 23-65:10. Subsection (a), item (4), amended by P.L. 29-
002:V:I:63 (May 18, 2007).

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ARTICLE 7
MISCELLANEOUS PROVISIONS