Terms Used In 18 Guam Code Ann. § 4112

  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
(a) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its stockholders approve the proposed transaction.

(b) For a transaction pursuant Subsection (a) to be authorized:

(1) The board of directors must recommend the proposed transaction to the stockholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the stockholders with the submission of the proposed transaction; and
(2) The stockholders entitled to vote must approve the transaction. (c) The board of directors may condition its submission of the
proposed transaction on any basis.

(d) The corporation shall notify each stockholder, whether or not entitled to vote, of the proposed stockholders’ meeting in accordance with
18 Guam Code Ann. § 3l05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and be accompanied by a description of the transaction.

(e) Unless the Articles of Incorporation or the board of directors, acting pursuant to Subsection (c) of this Section, require a greater vote or a vote by voting groups, the transaction must be approved by a majority of all the votes entitled to be cast on the transaction.

(f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further stockholder action.

(g) A transaction that constitutes a distribution is governed by a corporation’s Articles of Incorporation and not by this Section.

COL021307
18 Guam Code Ann. BUSINESS STRUCTURES & FUNCTION
CH. 4 CORPORATE POWERS

SOURCE: Added by P.L. 28-180:5 (Jan. 29, 2007).

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ARTICLE 2
RECORDS

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