Terms Used In 18 Guam Code Ann. § 27406

  • 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.
  • 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.
(1) The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.

(2) A certificate shall be amended when:

(a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner,

(b) A person is substituted as a limited partner, (c) An additional limited partner is admitted, (d) A person is admitted as a general partner,
(e) A general partner retires, dies, or becomes insane, and the business is continued under § 27402,

(f) There is a change in the character of the business of the partnership,

(g) There is a false or erroneous statement in the certificate,

(h) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution,

(i) A time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate, or

(j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.

SOURCE: CC § 2500.

§ 27407. Requirements for Amendments and for Cancellation of
Certificates.

(1) The writing to amend a certificate shall:

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18 Guam Code Ann. BUSINESS STRUCTURE & FUNCTION
CH. 27 LIMITED PARTNERSHIPS

(a) Conform to the requirements of § 27201(a) as far as necessary to set forth clearly the change in the certificate which it is desired to make, and

(b) Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
(2) The writing to cancel a certificate shall be signed by all members. (3) A person desiring the cancellation or amendment of a certificate, if
any person designated in paragraphs (1) and (2) of this section as a person
who must execute the writing refuses to do so, may petition the Superior
Court to direct a cancellation or amendment thereof.

(4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the Director of Revenue and Taxation to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment.

(5) A certificate is amended or cancelled when there is filed for record in the office where the certificate is filed and recorded:

(a) A writing in accordance with the provisions of paragraph (1)
or (2) of this section, or

(b) A certified copy of the order of court in accordance with the provisions of paragraph (4) of this section.

(6) After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be for all purposes the certificate provided for by this Chapter.

SOURCE: CC § 2501.

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