18 Guam Code Ann. § 28202
Terms Used In 18 Guam Code Ann. § 28202
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
(1) a corporate name for the corporation that satisfies the requirements of § 28401;
(2) the number of shares the corporation is authorized to issue; (3) the corporation’s initial place of business; and
(4) the name and address of each incorporator.
(b) The articles of incorporation may set forth:
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(1) the names and addresses of the individuals who are to serve as the initial directors;
(2) provisions not inconsistent with law regarding:
(A) the purpose or purposes for which the corporation is organized;
(B) managing the business and regulating the affairs of the corporation;
(C) defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;
(D) a par value for authorized shares or classes of shares; (E) the imposition of personal liability on shareholders for the
debts of the corporation to a specified extent and upon specified
conditions;
(3) any provision that under this Act is required or permitted to be set forth in the bylaws;
(4) a provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for;
(A) the amount of a financial benefit received by a director to which he is not entitled;
(B) an intentional infliction of harm on the corporation or the shareholders;
(C) a violation of § 28818; or
(D) an intentional violation of criminal law; and
(5) a provision permitting or making obligatory indemnification of a director for liability to any person for any action taken, or any failure to take any action, as a director, except liability for;
(A) receipt of a financial benefit to which he is not entitled, (B) an intentional infliction of harm on the corporation or its
shareholders,
(C) a violation of § 28818 or
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(D) an intentional violation of criminal law.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.