Chapter 8

COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 1CHAPTER 8 PROFESSIONAL CORPORA TIONS NOTE: This Chapter was added by P .L. 10 -174 (8/15/70). All source references are to this Public Law unless otherwise stated. § 8101. Citation. § 8102. Definitions. § 8103. Application of Chapter . § 8104. Application of General Corporation Law . § 8105. Formation; Purposes; Procedures; Certificate Required. § 8106. Rendition of Professional Services. § 8107. Stock: Qualification of Share holders: Confidential Financial Statements:V oting Trusts: Proxies. § 8108. Transfer of Shares: Purchase by Corporation. § 8109. Suspension or Revocation of Registra tion Certificate. § 8110. Name. § 8111. Rules and Regulations Applicable. § 8101. Citation. This Chapter shall be known and may be cited as the Professional Corpor ation Act. SOURCE: CC § 450. § 8102. Definitions. As used in this Chapter: (a) Professional services means any type of professional services which may be lawfully rendered only pursuant to a license, certifi cation or registration authorized by the B usiness License Law (11 GCA Chapter 26).

services means any type of professional services which may be lawfully rendered only pursuant to a license, certifi cation or registration authorized by the B usiness License Law (11 GCA Chapter 26). (b) Professional corporation means a cor poration organized under the General Corpo ration Law (this Part) which is engaged in rendering professional services in a single profession pursuant to a certificate of regis- tration issued by the governmental agency regulating such profession as herein provided and which in its practice or business desig nates itself as a professional corporation. (c) Licensed person means any natural person who is licensed under the pro visions of the Business License Law to render the same professional COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 2services as are or will be rendered by the professional corporation of which he is, or intends to become, an officer, director , shareholder, or employee. (d)Disqualified person means a l icensed person who for any reason becomes legally disqualified (temporarily or permanently) to render the same professional services which the particular professional corporation of which he is an

l icensed person who for any reason becomes legally disqualified (temporarily or permanently) to render the same professional services which the particular professional corporation of which he is an officer , director, shareholder or employee is or was render ing. SOURCE: CC § 451. § 8103. Application of Chapter . This chapter shall not apply to any corporation now in exis tence or hereafter organized which may lawfully render professional servic es other than pursuant to this Chapter, nor shall any thing he rein con tained alter or affect any right or privi lege, whether under any existing or future provision of the Business License Law or otherwise, in terms permit ting or not prohibiting performance of professional services through the use of any form of co rporation permitted by the General Corporation Law . SOURCE: CC § 452. § 8104. Application of General Corporation Law. The provisions of the General Corporation Law [Chapters 1 through 7 of this Part] shall apply to professional corpo rations, except wh ere such provisions are in conflict with or inconsis tent with the provisions of this Chapter .

orporation Law [Chapters 1 through 7 of this Part] shall apply to professional corpo rations, except wh ere such provisions are in conflict with or inconsis tent with the provisions of this Chapter . A profes sional corporation which has only one shareholder need have only one director who shall be such sharehold er and who shall also serve as the president a nd treasur er of the corporation. The other officers of the corpora tion in such situation need not be licensed per sons. A profes - sional corporation which has only two shareholders need only have two directors who shall be such shareholders. The two share holders between them shall fill the offices of president, vice president, secretary and treasurer . SOURCE: CC § 453. § 8105. Formation; Purposes; Procedures; Certifi cate Required. A corporation may be formed under the General Corporation Law for the p urposes of qualifying as a professional corporation in the manner provided in this Chap ter and rendering professional services. The article s of incorporation of a professional corpo ration shall contain a specific COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 3statement that the corporation

ces. The article s of incorporation of a professional corpo ration shall contain a specific COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 3statement that the corporation is a profe ssional corporation within the meaning of this Chapter. No profes sional corporation shall render profes - sional services in Guam without a currently effective certificate of registration issued by the governmental agency regulating the profes sion in whic h such corpora tion is or proposes to be en gaged, pursuant to the applica ble provisions of the Business License Law . SOURCE: CC § 454. § 8106. Rendition of Professional Services. Subject to the provisions of '13404, a profes sional corporation may lawfully render profes sional services, but only through employees who are licensed persons. The corporation may em ploy persons not so licensed, but such persons shall not render any professional services ren dered or to be rendered by said corporation. SOURCE: CC § 455. NOTE: A m istake exists in the original enact ment of this Chapter . No code is identified as being the place where '§ 13404' is to be found.

or to be rendered by said corporation. SOURCE: CC § 455. NOTE: A m istake exists in the original enact ment of this Chapter . No code is identified as being the place where '§ 13404' is to be found. It could only be found in the former Government Code, as no other code has its numerical sequence going that high. However, this section in the Government Code established the Agat -Sumay Memorial Park, and land for recreation al purposes (two laws were passed, each with the same section number). There is no relation between '13404 and the topic of thi s section and the Compiler is at a loss to know what was in tended by this reference. § 8107. S tock: Qualification of Shareholders: Confiden tial Financial Statements: V oting T rusts: Proxies. Shares of capital stock in a profession al corpo ration may be issued only to a licensed person, and any shares issued in viola tion of this restriction shall be void. Unless there is a public offering of securities by a profes sional corpora tion, its financial statements shall be confiden tial, except to the extent that such statements shall be subject to subpoena in connection with any judicial or administra tive pro ceeding, and may be admis

ts financial statements shall be confiden tial, except to the extent that such statements shall be subject to subpoena in connection with any judicial or administra tive pro ceeding, and may be admis sible in evidence therein. No sharehold er of a professional corpo ration shall enter into a voting trust, proxy , or any ot her arrangement vesting another person (other than another licensed person who is a shareholder of the same corpora tion) with the authority to exercise the voting power of any or all of his shares, and any such purported voting trust, proxy , or other arrangement shall be void. SOURCE: CC § 456. § 8108. T ransfer of Shares: Purchase by Cor poration. COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 4Shares in a professional corporation may be transferred only to a licensed person or to such profes sional corpora tion, and any trans fer in violation of thi s restriction shall be void. A professional corporation may purchase its own share s without regard to any restrictions provid ed by law upon the repurchase of shares, if at least one share remains issued and outstanding.

void. A professional corporation may purchase its own share s without regard to any restrictions provid ed by law upon the repurchase of shares, if at least one share remains issued and outstanding. If the corporation should fail to acquire all of the shares of a disqualified or deceased share holder , or if the disqualified shareholder or the representative of a deceased shareholder shall fail to transfer said share s to the corpora tion or to a licensed person, within ninety (90) day s following the date of disqualification, or within six months following the date of death of such shareholder, as the case may be, then the cer tificate of registration of such corpora tion may be suspended or revoked by the governmental agency regulating the profession in which such corporation is engaged. In the event of such suspen sion or revocation such corporation shall cease forthwith to render profession al services. SOURCE: CC § 457. § 8109. Suspension or Revocation of Registra tion Certifi cate. The following shall be grounds for the suspension or revocation of the certifi cate of registration of a profession al corporation: (a) if all shareholders of such corporation shall at any one

cate. The following shall be grounds for the suspension or revocation of the certifi cate of registration of a profession al corporation: (a) if all shareholders of such corporation shall at any one time become disquali fied persons, or (b) if the sole sha reholder shall become a dis qualified person, or (c) if such corporation shall knowingly employ or retain in its employment a disquali fied person, or (d) if such corpora tion shall violate any applicable rule or regulation adopted by the governmen tal agency regulating the profession in which such corporation is en gaged, or (e) if such corpora tion shall violate any statute applicable to a professional corpora tion, or (f) any ground for such suspension or revocation specified in the Business License Law relating to the profession in which such corpora tion is engaged. In the event of such suspension or revocation of its certific ate of registration such corpora tion shall cease forthwith to render professional COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 5services. SOURCE: CC § 458. § 8110. Name . A professional corporation may adopt any name permitted by law expressly applicable to the

GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS 5services. SOURCE: CC § 458. § 8110. Name . A professional corporation may adopt any name permitted by law expressly applicable to the profession in which such corpo ration is engaged or by a rule or regulation of the governmental agency regulating such profes sion; provided, however, that such n ame shall not be substantially the same as the name of a domestic corporation, the name of a foreign corporation which is authorized to transact busi ness in Guam, or a name which is under reser vation for another corporation. SOURCE: CC § 459. § 8111. R ules and Regulations Applicable. A profes sional corporation shall be subject to the applicable rules and regulations adopted by , and all the disciplinary powers of, the gove rnmental agency regulating the profession in which such corporation is engaged. Nothing in this Chapter shall affect or impair the disciplinary powers of any such agency over licensed persons or any law , rule of regulation pertaining to the stan dards for profes sional conduct. SOURCE: CC § 460. ----------COL12010618GCA BUSINE SS STRUCTURE &FUNCTION CH.8PROFESSIONAL CORPORA TIONS