Chapter 5

COL07030718GCA BUSINESS STRUCTURES &FUNCTION CH.5EXTENSION AND DISSOLUTION OF CORPORA TIONS 1CHAPTER 5 EXTENSION AND DISSOLUTION OF CORPORA TIONS § 5101. Winding Up. § 5102. Voluntary Dissolution. § 5103. Extension of Corporate Existence. § 5104. Application, Contents of. § 5105. Application, Signing by Majority . § 5106. Notice by Clerk of Cou rt. § 5107. Filing Objection. § 5108. Record. Appeal. § 5101. Winding Up. Every corporation whose charter expires by its own limitation or is an - nulled by forfeiture or otherwise, or whose corporate existence for other purposes is termi nated in any oth er manner , shall nevertheless be continued as a body corporate for three (3) years after the time when it would have been so dissolved, for the pur pose of prosecuting and defending suits by or against it and of enabling it gradually to settle and close it s affairs, to dispose of and convey its property and to divide its capital stock, but not for the purpose of continuing the business for which it was established. At any time during said three (3) years said corpora tion is authorized and empowered to conv ey all of its property to trustees for the benefit of members, stock holders,

r which it was established. At any time during said three (3) years said corpora tion is authorized and empowered to conv ey all of its property to trustees for the benefit of members, stock holders, creditors, and others interested. From and after any such conveyance by the corporation of its property in trust for the benefit of its members, stockhold ers, credi tors, and ot hers in interest, all inter est which the corpo ration had in the property termi nates, the legal intere st vests in the trust ees, and the benefi cial interest in the members, stockhold ers, creditors, or other persons in interest. SOURCE: CC § 399. § 5102. V oluntary Dissolution. Application to Supe rior Court. (a) A corporation may be dissolved at any time by the Superior Court upon the voluntary applica tion of a majority of the mem bers or of the stockholders holding at least two -thirds (2/3) of all shares of stock issued or subscribed. COL07030718GCA BUSINESS STRUCTURES &FUNCTION CH.5EXTENSION AND DISSOLUTION OF CORPORA TIONS 2(b) The Director of Revenue and Taxation shall charge a filing fee of Twenty-five Dollars ($25.00) for each voluntary corporate dissolution filed with the Department.

ND DISSOLUTION OF CORPORA TIONS 2(b) The Director of Revenue and Taxation shall charge a filing fee of Twenty-five Dollars ($25.00) for each voluntary corporate dissolution filed with the Department. SOURCE: CC § 400; amended by P .L. 9 -98 (8/17/67) . Amended by P .L. 29 - 002:V:I:57 (May 18, 2007) . 2007 COMMENT: The amendment by P.L. 29 -002 added a new subsection (a) to the existing, unnumbered provision. To better organize the section, the existing provision was designated subsection (a) and the new s ubsection (from P.L. 29 -002) was re - designated subsection (b) by the Compiler. § 5103. Extension of Corporate Existence. Every corpora tion heretofore or hereafter formed, and existing under the laws of the Territory of Guam, may at any time prior to the expiration of the term of its corporate exis tence extend such term to a period not exceeding fifty (50) years from the date of such extension. Such extension may be made at any meeting of the stockholders, or members, called by the directors especial ly for considering the subjects, if voted for the stockhold ers representing two -thirds (2/3) of the capital stock; or by two -thirds (2/3) of the members where there is no

by the directors especial ly for considering the subjects, if voted for the stockhold ers representing two -thirds (2/3) of the capital stock; or by two -thirds (2/3) of the members where there is no capital stock; or may be made upon the written consent of two -thirds (2/3) of the membe rs or of the stockholders repre senting two -thirds (2/3) of the capital stock; provid ed, the written consent of the Governor of Guam shall first be obtained. A certificate of such vote or consent of the stockholders or members, bearing the corporate seal and signed and sworn to by the president and secretary and by a majority of the directors or trustees of the corporation, together with a duly certified copy of such written consent of the Governor of Guam, shall be filed in the Department of Revenue and Taxation and there upon the term of existence of the corporation shall be extended for the period specified in such certificate. The Director of Revenue and T axation shall forthwith issue a certified copy of said certificate. The fees for certifying such ce rtificate and filing the same and the certified copy thereof, shall be the same as those pre scribed by law for certifying and filing

rtified copy of said certificate. The fees for certifying such ce rtificate and filing the same and the certified copy thereof, shall be the same as those pre scribed by law for certifying and filing articles of incorporation. In no event shall such extensions be con strued to prolong or extend the term of exis tence of any franchise or privilege heretofore granted to any corporation or joint -stock compa ny by executive act, beyond the term fixed bythe provisions of said act, conferring such privilege or franchise, or beyond the term fixed for the maximum period of exist ence, of such corporation or joint -stock company by laws in force and governing the COL07030718GCA BUSINESS STRUCTURES &FUNCTION CH.5EXTENSION AND DISSOLUTION OF CORPORA TIONS 3formation and organization thereof at the time such corporation or joint - stock company was formed or organized. SOURCE: CC § 401. References to Director , Depart ment of Fi nance changed to Revenue and T axation pursu ant to P .L. 9 -228. § 5104. Application, Contents of. The applica tion for dissolu tion must be in writing and shall set forth all claims and demands against the corporation, and that, at a meeting of the mem bers or

8. § 5104. Application, Contents of. The applica tion for dissolu tion must be in writing and shall set forth all claims and demands against the corporation, and that, at a meeting of the mem bers or stockholders of the corpora tion called for that purpose, the dissolution of the corpo ration was resolved upon by a majority of the members or , if a stock corporation, by the affirmative vote of the stockhold - ers holding or representing two -thirds (2 /3) of all shares of stock issued or subscribed. SOURCE: CC § 402. § 5105. Application, Signing by Majority. The applica tion for dissolution must be signed by a majority of the board of directors or other officers having the management of the affairs o f the corporation and must be verified by the president or secretary or clerk or some director of the corporation. SOURCE: CC § 402a. § 5106. Notice by Clerk of Court. Notice of the applica tion for dissolution must be given by the clerk of the court up on order of the court by publication for not less than thirty (30) days nor more than sixty (60) days of notice. The notice must be posted in at least three (3) public places at the place where the principal office of the corporation

on for not less than thirty (30) days nor more than sixty (60) days of notice. The notice must be posted in at least three (3) public places at the place where the principal office of the corporation is established or loca ted. The date on which the right of objection to the application expires must be set out in the notice and must be subsequent to the period prescribed for the publication of such notice. SOURCE: CC § 402b. § 5107. Filing Objection. On or before the dat e on which the right of objection expires as declared in the notice, any person may file objections to the dissolution of the corpora tion. The issue made by the application and the objection the reto shall be tried by the court upon five (5) days' notice t o the applicants and to the persons who have filed objec tions, and shall be determined by the court as justice and right may require. Should no objec tions to the application be COL07030718GCA BUSINESS STRUCTURES &FUNCTION CH.5EXTENSION AND DISSOLUTION OF CORPORA TIONS 4filed on or before the date pre scribed for filing the same, the court shall proceed to hear the applica tion, and if the application is sufficient and all the material statements made therein

TIONS 4filed on or before the date pre scribed for filing the same, the court shall proceed to hear the applica tion, and if the application is sufficient and all the material statements made therein are shown to be true, the court may appoint receivers to collect and take charge of the assets of the corporation and shall declare the corp oration dissolved and decree such disposition of its assets and proper tyremaining as the law may permit and justice may require. SOURCE: CC § 402c. § 5108. Record: Appeal. The application, notices thereof, and proof of publication and posting of notice s, the objec tions filed to the dissolution, if any there be, the declaration of dissolution, and the evidence and proofs taken of dissolution shall constitute the record in the case, and an appeal from the judgment m ay be taken to the District Court as fr om other judg ments of the Superi or Court. SOURCE: CC § 402d. ----------COL07030718GCA BUSINESS STRUCTURES &FUNCTION CH.5EXTENSION AND DISSOLUTION OF CORPORA TIONS