Chapter 15

18 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 1 CHAPTER 15 LIMITED LIABILITY COMPANIES SOURCE: Entire Chapter added by P.L. 23-125:2 (Sept. 9, 19 96). § 15101. Short Title. § 15102. Definitions. § 15103. Purpose. § 15104. Powers. § 15105. Formation. § 15106. Limited Liability Company Name. § 15107. Articles of Organization. § 15108. Filing of Articles of Organization. § 15109. Effect of Issuance of Certificate of Organ ization. § 15110. Amendments to Articles of Organization. § 15111. Registered Office and Registered Agent. § 15112. Change of Registered Office or Registered Agent. § 15113. Finance. § 15113 (A). Capital Contributions of Members. § 15113 (B). Obligation of Member to Contribute Cas h or Property or to Perform Services; Failure of Member to Make Contribution; Enforcement of Obligation. § 15113 (C). Allocation of Profits and Losses Among Members. § 15114. Members. § 15114 (A). Acquisition of membership interest; Te rmination of Interest. § 15114 (B). Personal Liability of Members. § 15114 (C). Creation of Classes of Members. § 15114 (D). Voting by Members. § 15114 (E).

A). Acquisition of membership interest; Te rmination of Interest. § 15114 (B). Personal Liability of Members. § 15114 (C). Creation of Classes of Members. § 15114 (D). Voting by Members. § 15114 (E). Meetings; Notice; Quorum; Proxies; Rec ord Date of Members Entitled to Notice. § 15114 (F). Issuance of Certificate of Interest. § 15114 (G). Access to Records and Documents by Mem bers; Inspection and Copying. § 15114 (H). Complaint by Members of Failure to Com ply With Law or Articles of Organization; Action by Attorney General. § 15115. Management of Limited Liability Company. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 2 § 15115 (A). Business and Affairs of Company Manage d by Members. § 15115 (B). Management by Non-Members. § 15115 (C). Management Vested in Manager Pursuant to Articles of Organization: Election; Removal; Resignation. § 15115 (D). Fiduciary Duties of Manager. § 15115 (E). Appointment of Officers; Authority of Signing Officers in Documents. § 15115 (F). Indemnification of Manager, Member, Of ficer, and Others; Purchase of Insurance. § 15115 (G). More than One Manager; Decisions by Ma jority Vote. § 15115 (H).

ning Officers in Documents. § 15115 (F). Indemnification of Manager, Member, Of ficer, and Others; Purchase of Insurance. § 15115 (G). More than One Manager; Decisions by Ma jority Vote. § 15115 (H). Member as Agent of Company Unless Othe rwise Provided; Manager as Agent. § 15115 (I). Personal Liability of Manager or Offic er. § 15115 (J). Office to Maintain Records; Agent for Service of Process. § 15115 (K). Records and Documents Required to be K ept. § 15116. Distributions and Withdrawals. § 15116 (A). Distribution of Money or Property to M embers. § 15116 (B). Entitlement of Member to Receive Distr ibutions Prior to Withdrawal or Dissolution. § 15116 (C). Withdrawal of Member; Notice; Entitlem ent to Distribution. § 15116 (D). Distribution in Form Other than Money; Distribution of Assets. § 15116 (E). Requirement to Make Distribution. § 15116 (F). Personal Liability of Manager or Membe r who Votes for Unlawful Distribution. § 15117. Interest in Limited Liability Company; Assignment of Interests. § 15117 (A). Membership Interest as Personal Proper ty. § 15117 (B). Assignment of Membership Interest or E conomic Interest; Pledge or Lien Against Membership Interest. § 15117 (C).

nt of Interests. § 15117 (A). Membership Interest as Personal Proper ty. § 15117 (B). Assignment of Membership Interest or E conomic Interest; Pledge or Lien Against Membership Interest. § 15117 (C). Unsatisfied Amount of Judgment to be C harged Against Membership Interest. § 15117 (D). Membership of assignee. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 3 § 15117 (E). Deceased Member; Member Adjudged Incompetent by Court. § 15118. Liability of Member and Managers. § 15119. Unauthorized Assumption of Powers. § 15120. Dissolution. § 15121. Filing of Statement of Intent to Dissolve. § 15122. Effect of Filing of Statement of Intent to Dissolve; Procedure After Filing Such Statement. § 15123. Distribution of Assets Upon Dissolution. § 15124. Articles of Dissolution. § 15125. Filing of Articles of Dissolution. § 15126. Cancellation of Certificate of Organizatio n. § 15127. Involuntary Dissolution. § 15128. Reinstatement After Involuntary Dissolutio n. § 15129. Filing by Department of Revenue and Taxati on. § 15130. Fees for Filing Documents and Issuing Certification. § 15131. Miscellaneous Charges. § 15132. Waiver of Notice. § 15133.

Dissolutio n. § 15129. Filing by Department of Revenue and Taxati on. § 15130. Fees for Filing Documents and Issuing Certification. § 15131. Miscellaneous Charges. § 15132. Waiver of Notice. § 15133. Jurisdiction of the Superior Court. § 15134. Parties to Actions by or Against Limited L iability Company. § 15135. Service of Process. § 15136. Tax on Income of Limited Liability Company . § 15137. Professional Limited Liability Companies. § 15101. Short Title. This Act shall be known and may be cited as the Guam Limited Liability Company Act . § 15102. Definitions. As used in this chapter: (a) Bankrupt means bankrupt under the federal Bankruptcy Act or insolvent under any state insolve ncy act. (b) Court includes every court and judge having jurisdiction in the action. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 4 (c) Limited Liability Company or Company means a limited liability company organized and existing un der this chapter. (d) Real Property means land and any interest or estate in land. (e) Business means every trade and occupation or profession. (f) Conveyance means every assignment, lease, mortgage, or encumbrance.

. (d) Real Property means land and any interest or estate in land. (e) Business means every trade and occupation or profession. (f) Conveyance means every assignment, lease, mortgage, or encumbrance. (g) Professional Service means any type of personal service that requires as a condition precedent to t he rendering of the service the obtaining of a license, permit, registration, or other legal authorization, includi ng but not limited to the personal service rendered by an arch itect, attorney-at-law, certified public accountant, denti st, doctor, physician, public accountant, surgeon, or veterinar ian. (h) Professional limited liability company means a limited liability company that is organized under t his act for the sole and specific purpose of rendering professi onal service and that has as its members only individual s licensed or otherwise authorized within Guam to ren der the same professional service as the limited liability company. (i) Transact intrastate business means to enter into repeated and successive transactions of business in Guam, other than in interstate or foreign commerce.

service as the limited liability company. (i) Transact intrastate business means to enter into repeated and successive transactions of business in Guam, other than in interstate or foreign commerce. (1) Without excluding other activities which may not be considered to be transacting intrastate busi ness, a foreign limited liability company shall not be considered to be transacting intrastate business me rely because its subsidiary transacts intrastate busines s, or merely because of its status as any one or more of the following: (A) A shareholder of a domestic corporation. (B) A shareholder of a foreign corporation transacting intrastate business. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 5 (C) A limited partner of a foreign limited partnership transacting intrastate business. (D) A limited partner of a domestic limited partnership. (E) A member or manager of a foreign limited liability company transacting intrastate business. (F) A member or manager of a domestic limited liability company. (2) Without excluding other activities which may not be considered to be transacting intrastate busi ness, a foreign limited liability company shall

r manager of a domestic limited liability company. (2) Without excluding other activities which may not be considered to be transacting intrastate busi ness, a foreign limited liability company shall not be considered to be transacting intrastate business wi thin the meaning of this subdivision solely by reason of carrying on in Guam any one or more of the followin g activities: (A) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes. (B) Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs. (C) Maintaining bank accounts. (D) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's securities or maintaining trustees or depositories with respect to those securities. (E) Effecting sales through independent contractors. (F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance without this state before becoming binding contracts.

ntractors. (F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance without this state before becoming binding contracts. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 6 (G) Creating or acquiring evidences of debt or mortgages, liens, or security interests in real or personal property. (H) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (I) Conducting an isolated transaction that is completed within 180 days. (3) A person shall not be deemed to be transacting intrastate business in Guammerely because of its st atus as a member or manager of a domestic limited liabil ity company or a foreign limited liability company registered to transact intrastate business in Guam. (j) Distribution means the transfer of money or property by a limited liability company to its memb ers without consideration. (k) Economic interest means a person's right to share in the income, gains, losses, deductions, credit, or s imilar items of, and to receive distributions from, the li mited liability company, but does not include any

est means a person's right to share in the income, gains, losses, deductions, credit, or s imilar items of, and to receive distributions from, the li mited liability company, but does not include any other r ights of a member including, without limitation, the right to vote or to participate in management, or, except as provided b y this Chapter, any right to information concerning the bu siness and affairs of the limited liability company. (l) Membership interest means a member =s rights in the limited liability company, collectively, including the member =s economic interest, any right to vote or participa te in management, and any right to information concern ing the business and affairs of the limited liability compa ny provided by this Chapter. (m) Proxy unless otherwise provided in the operating agreement, means a written authorization signed or an electronic transmission authorized by a member or t he member =s attorney in fact giving another person the power to exercise the voting rights of that member. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 7 2021 NOTE: References to 'territory' replaced with 'Guam' pursuant to 1 GCA § 420.

voting rights of that member. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 7 2021 NOTE: References to 'territory' replaced with 'Guam' pursuant to 1 GCA § 420. 2017 NOTE: Subsection/subitem designations altered pursuant to the authority of 1 GCA § 1606. § 15103. Purpose. (a) A limited liability company may be organized un der this Chapter for any lawful purpose, except that special statutes for the regulation and control of specific types of bus iness shall control when in conflict herewith. (b) Subject to any limitations contained in the art icles of organization and to compliance with any other appli cable laws, a limited liability company may engage in any lawful business activity, except the banking or insurance business. SOURCE: Added by P.L. 23-125:2 (Sept. 9, 1996), and amend ed by P.L. 33-239:3 (Jan. 27, 2017). 2017 NOTE: Subsection designations added pursuant to the autho rity of 1 GCA § 1606. § 15104. Powers. Each limited liability company organized and existi ng under this chapter may: (a) Sue or be sued, or complain or defend, in its n ame.

ed pursuant to the autho rity of 1 GCA § 1606. § 15104. Powers. Each limited liability company organized and existi ng under this chapter may: (a) Sue or be sued, or complain or defend, in its n ame. (b) Purchase, take, receive, lease, or otherwise ac quire, own, hold, improve, or use, or otherwise deal in or with, real or personal property, or an interest in real o r personal property, wherever situated. (c) Sell, convey, mortgage, pledge, create a securi ty interest in, lease, exchange, or transfer, or other wise dispose of, all or any part of its property or assets. (d) Purchase, take, receive, subscribe for, or othe rwise acquire, own, hold, vote, use, employ, sell, mortga ge, lend, or plead, or otherwise dispose of, or otherwise use or deal in or with: (1) Shares or other interests in or obligations of other foreign or domestic limited liability compani es, COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 8 domestic or foreign corporations, associations, gen eral or limited partnerships, or individual; or (2) Direct or indirect obligations of the United States or any other government, state, territory, government district, or municipality or

iations, gen eral or limited partnerships, or individual; or (2) Direct or indirect obligations of the United States or any other government, state, territory, government district, or municipality or of any instrumentality thereof. (e) Make contracts or guarantees or incur liabiliti es; borrow money at such rates of interest as the limit ed liability company may determine; issue its notes, b onds, or other obligations; or secure any of its obligations by mortgage or pledge of all or any part of its proper ty, franchises, and income. (f) Lend money for any lawful purpose, invest or reinvest its funds, or take and hold real or person al property as security for the payment of funds so loaned or i nvested. (g) Conduct its business, carry on its operations a nd have offices, and exercise the powers granted by th is chapter with or without Guam. (h) Elect or appoint managers and agents of the lim ited liability company, define their duties, and fix the ir compensation. (i) Make and alter its regulations, not inconsisten t with its articles of organization or with the laws of Gu am, for the administration and regulation of the affairs of the company.

r compensation. (i) Make and alter its regulations, not inconsisten t with its articles of organization or with the laws of Gu am, for the administration and regulation of the affairs of the company. (j) Make donations to the public welfare or for charitable, scientific, or educational purposes. (k) Indemnify a member or manager or any other person to the same extent as a corporation may inde mnify any of the directors, officers, employees, or agent s of the corporation against expenses actually and reasonabl y incurred by him or it in connection with the defens e of any action, suit, or proceeding, whether civil or crimi nal, in which he or it is made a party. (l) Cease its activities and surrender its certific ate of organization. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 9 (m) Have and exercise all powers necessary or convenient to affect any or all of the purposes for which the company is organized. (n) Transact any lawful business which the members or the managers find to be in aid of governmental poli cy. (o) Pay pensions and establish pension plans, profi t- sharing plans, and other incentive plans for any or all of its managers and

e members or the managers find to be in aid of governmental poli cy. (o) Pay pensions and establish pension plans, profi t- sharing plans, and other incentive plans for any or all of its managers and employees. (p) Be a promoter, incorporator, general partner, limited partner, member, associate, or manager of a ny corporation, partnership, limited partnership, limi ted liability company, joint venture, trust, or other e nterprise. (q) Have and exercise all powers necessary or convenient to effect its purposes. 2021 NOTE: Reference to 'territory' removed pursuant to 1 GCA § 420. § 15105. Formation. One (1) or more persons may form a limited liabilit y company by executing, acknowledging, and delivering to the Department of Revenue and Taxation articles of orga nization for such limited liability company. SOURCE : Added by P.L. 23-125:2 (Sept. 9, 1996), and amen ded by P.L. 30-192:1 (Aug. 28, 2010). § 15106. Limited Liability Company Name. (a) The words 'limited company', 'limited liability company' , or their abbreviation 'L. C.', or L.L.C. , shall be the last word of the name of every limited liability co mpany formed under the provisions of this chapter; and, in addit ion, the

bility company' , or their abbreviation 'L. C.', or L.L.C. , shall be the last word of the name of every limited liability co mpany formed under the provisions of this chapter; and, in addit ion, the limited liability company name may not be the same as, or d eceptively similar to, the name of a limited liability company , or a foreign limited liability company, authorized to transact b usiness in Guam, or a name the exclusive right to which is, at the time, reserved in the manner provided under the laws of G uam. (b) Omission of the words 'limited company', 'limit ed liability company', or their abbreviation 'L.C.', o r 'L.L.C.', in the use of the name of the limited company shall re nder any COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 10 person who participates in the omission, or knowing ly acquiesces in it, liable for any indebtedness, dama ge, or liability occasioned by the omission. 2021 NOTE: References to 'territory' replaced with 'Guam' purs uant to 1 GCA § 420. § 15107. Articles of Organization. (a) The Articles of Organization of a limited liabi lity company shall set forth: (1) The name of the limited liability company.

th 'Guam' purs uant to 1 GCA § 420. § 15107. Articles of Organization. (a) The Articles of Organization of a limited liabi lity company shall set forth: (1) The name of the limited liability company. (2) Unless its articles of organization provide otherwise, the limited liability company shall have perpetual duration and succession in its name for t he period of its duration. (3) The purpose for which the limited liability company is organized. (4) The address of its place of business in Guam an d the name and address of its initial registered agen t in Guam. (5) The total amount of cash and a description and agreed value of property other than cash contribute d. (6) The total additional contributions, if any, agr eed to be made by all members and the times at which, or t he events upon the happening of which, they shall be m ade. (7) The right, if given, of the members to admit additional members and the terms and conditions of the admissions. (8) The right, if given, of the remaining members o f the limited liability company to continue the busin ess on the death, retirement, resignation, expulsion, bankrupt cy, or dissolution of a member or the occurrence of any ot her event

ing members o f the limited liability company to continue the busin ess on the death, retirement, resignation, expulsion, bankrupt cy, or dissolution of a member or the occurrence of any ot her event which terminates the continued membership of a member in the limited liability company. (9)(A) If the limited liability company is to be managed by a manager or managers, a statement that the company is to be managed by a manager or COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 11 managers and the names and addresses of such managers who are to serve as managers until the first annual meeting of members or until their successors are elected and qualify. (B) If the management of a limited liability company is reserved to the members, the names and addresses of the members. (10) Any other provisions, not inconsistent with la w, which the members elect to set out in the articles of organization for the regulation of the internal aff airs of the limited liability company, including any other prov isions which under this Chapter are required or permitted to be set out in the regulations of the limited liability com pany.

ernal aff airs of the limited liability company, including any other prov isions which under this Chapter are required or permitted to be set out in the regulations of the limited liability com pany. (b) It is not necessary to set out in the articles of organization any of the powers enumerated in this C hapter. SOURCE : Added by P.L. 23-125:2 (Sept. 9, 1996). Subsecti on (a)(2) repealed and reenacted by P.L. 30-192:2 (Aug. 28, 2 010). 2017 NOTE: Subitem designations altered pursuant to the author ity of 1 GCA § 1606. § 15108. Filing of Articles of Organization. The Articles of Organization shall be delivered to the Department of Revenue and Taxation. If the Director of Revenue and Taxation finds that the articles of organizatio n conform to law, he or she shall, when a fee of Two Hundred Fif ty Dollars ($250.00) has been paid, file the articles of organ ization in accordance with this Chapter. The Director of Reven ue and Taxation shall then issue a Certificate of Organiza tion. SOURCE: Added by P.L. 23-125:2 (Sept. 9, 1996), and repeal ed and reenacted by P.L. 28-180:2 (Jan. 29, 2007). Amende d by P.L. 35-123:2 (Dec. 17, 2020). § 15109.

issue a Certificate of Organiza tion. SOURCE: Added by P.L. 23-125:2 (Sept. 9, 1996), and repeal ed and reenacted by P.L. 28-180:2 (Jan. 29, 2007). Amende d by P.L. 35-123:2 (Dec. 17, 2020). § 15109. Effect of Issuance of Certificate of Organ ization. (a) Upon the issuance of the certificate of organiz ation, the limited liability company shall be considered organ ized; and such certificate of organization shall be conclusiv e evidence that all conditions precedent required to be performed b y the members have been complied with and that the limite d liability COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 12 company has been legally organized under this Chapt er, except as against Guam in a proceeding to cancel or revoke the certificate of organization or in a proceeding for involuntary dissolution of the limited liability company. (b) A limited liability company shall not transact intrastate business or incur indebtedness, except that which i s incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization h ave been filed with the Department of Revenue and Taxation.

hich i s incidental to its organization or to obtaining subscriptions for or payment of contributions, until the articles of organization h ave been filed with the Department of Revenue and Taxation. (c) The date when the existence of the company comm ences shall be the date of the filing of the articles of organization by the Department of Revenue and Taxation, except that the date of commencement of corporate existence may be specifie d in the articles of organization: (1) When the date specified in the articles of organization is the date of subscription and acknowledgment, and the articles of organization ar e filed by the Department of Revenue and Taxation within 5 days, exclusive of legal holidays, after such date. (2) When the date specified in the articles of organization is subsequent to, and not later than 9 0 days after the date of filing of the articles of organiz ations by the Department of Revenue and Taxation. 2021 NOTE: Reference to 'territory' replaced with 'Guam' pursu ant to 1 GCA § 420. § 15110. Amendments to Articles of Organization. (a) The articles of organization of a limited liabi lity company shall be amended when: (1) There is a change in the name of the

u ant to 1 GCA § 420. § 15110. Amendments to Articles of Organization. (a) The articles of organization of a limited liabi lity company shall be amended when: (1) There is a change in the name of the limited liability company or in the amount or character of the contributions to capital. (2) There is a change in the character of the busin ess of the limited liability company. (3) There is a false or erroneous statement in the articles of organization. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 13 (4) There is a change in the time as stated in the articles of organization for the dissolution of the limited liability company. (5) A time is fixed for the dissolution of the limi ted liability company, if no time is specified in the a rticles of organization. (6) The members desire to make a change in any othe r statement in the articles of organization in order for it to accurately represent the agreement between them. (b) The form for evidencing an amendment to the art icles of organization of a limited liability company shall b e promulgated by the Department of Revenue and Taxation and shall contain such terms and provisions consistent with

n amendment to the art icles of organization of a limited liability company shall b e promulgated by the Department of Revenue and Taxation and shall contain such terms and provisions consistent with this Chap ter as shall be determined by the Department of Revenue and Taxa tion. The amendment shall be signed and sworn to by all membe rs, and an amendment adding a new member shall be signed also by the member to be added; thereafter the amendment shall be forwarded to the Department of Revenue and Taxation for filing, accompanied by the requisite filing fee. § 15111. Registered Office and Registered agent. (a) Each limited liability company shall have and continuously maintain in Guam: (1) A registered office, which may be, but need not be, the same as its place of business; and (2) A registered agent, which agent may be either: (A) An individual resident of Guam whose business office is identical with such registered o ffice; (B) A domestic corporation having a business office identical with such registered office; or (C) A foreign corporation authorized to transact business on Guam and having a business office identical with such registered office.

aving a business office identical with such registered office; or (C) A foreign corporation authorized to transact business on Guam and having a business office identical with such registered office. (b) Each registered agent and each successor regist ered agent appointed pursuant to this Chapter on whom pr ocess may COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 14 be served shall file a statement in writing with th e Department of Revenue and Taxation accepting the appointment as r egistered agent simultaneously with being designated, unless the agent signed the document making the appointment. (c) The Department of Revenue and Taxation shall ma intain an accurate record of the registered agents and reg istered office for the service of process and shall furnish any in formation disclosed thereby promptly upon request and payment of the required fee. (d) No limited liability company shall maintain any action in any court until the limited liability company co mplies with the provisions of this section and pays to the Departme nt of Revenue and Taxation a penalty of $1 for each day it has fa iled to comply, or $250, whichever amount is less.

ity company co mplies with the provisions of this section and pays to the Departme nt of Revenue and Taxation a penalty of $1 for each day it has fa iled to comply, or $250, whichever amount is less. 2017 NOTE: Subitem designations altered pursuant to the authority of 1 GCA § 1606. § 15112. Change of Registered Office or Registered Agent. (a) A limited liability company may change its regi stered agent or office, or both, upon filing in the office of the Department of Revenue and Taxation a statement sett ing forth: (1) The name of the limited liability company. (2) The address of its then registered office and, if the address of its registered office is to be changed, the address to which the registered office is to be changed. (3) The name of its then registered agent and, if i ts registered agent is to be changed, the name of its successor registered agent. (4) The fact that the change was authorized by affi rma- tive vote of a majority of the members of the limit ed liability company. (b) The statement shall be acknowledged and deliver ed to the Department of Revenue and Taxation.

was authorized by affi rma- tive vote of a majority of the members of the limit ed liability company. (b) The statement shall be acknowledged and deliver ed to the Department of Revenue and Taxation. If the Depa rtment of Revenue and Taxation finds that the statement confo rms to the provisions of this chapter, it shall file the state ment in its office; and, upon filing, the change of address of the regi stered office or COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 15 the appointment of a new registered agent, or both, as the case may be, shall be effective. (c) Any registered agent of a limited liability com pany may resign as agent upon filing a written notice thereo f with the Department of Revenue and Taxation and by mailing a copy thereof to the limited liability company at its reg istered office. The appointment of the agent shall terminate upon t he expiration of 30 days after receipt of notice by the Departmen t of Revenue and Taxation. § 15113. Finance. § 15113 (A). Capital Contributions of Members. (a) The articles of organization or the operating a greement may provide for capital contributions of members.

f Revenue and Taxation. § 15113. Finance. § 15113 (A). Capital Contributions of Members. (a) The articles of organization or the operating a greement may provide for capital contributions of members. T he contribution of a person may be in money, property, or services, or other obligation to contribute money or property or to render services. (b) Unless the articles of organization or operatin g agreement provide otherwise, no member shall be req uired to make any additional contribution to the limited lia bility company. § 15113 (B). Obligation of Member to Contribute Cas h or Property or to Perform Services; Failure of Member to Make Contribution; Enforcement of Obligation. (a)(1) Subject to the terms of the articles of orga nization or the operating agreement, a member is not excused fr om an obligation to the limited liability company to perf orm any promise to contribute cash or property or to perfor m services because of death, disability, dissolution, or any other reason. (2) If a member does not make the required contribu - tion of property or services, that member is obliga ted, at the option of the limited liability company, to contrib ute cash equal to that portion of

If a member does not make the required contribu - tion of property or services, that member is obliga ted, at the option of the limited liability company, to contrib ute cash equal to that portion of the fair market value (or agreed value if stated in writing and signed by the limite d liability company and the member) of the contribution that ha s not been made. The foregoing option shall be in additio n to, and COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 16 not in lieu of, any other rights, including the rig ht to specific performance, that the limited liability company may have against the member under the articles of organizati on, operating agreement, or applicable law. (3) An operating agreement may provide that the interest of a member who fails to make any contribu tion or other payment that the member is required to make s hall be subject to specific remedies for, or specific conse quences of, the failure. Any such provision shall be enforc eable in accordance with its terms unless the member seeking to invalidate the provision establishes that the provi sion was unreasonable under the circumstances existing at th e time the

l be enforc eable in accordance with its terms unless the member seeking to invalidate the provision establishes that the provi sion was unreasonable under the circumstances existing at th e time the agreement was made. The specific remedies or consequences may include: loss of voting, loss of a pproval or other rights, loss of the ability by the member to actively participate in the management and operations of the limited liability company, liquidated damages, and a reduct ion of the defaulting member's economic rights. The reduct ion of the defaulting member's economic rights may include one or more provisions: (A) Diluting, reducing, or eliminating the default- ing member's proportionate interest in the limited liability company. (B) Subordinating the defaulting member's interest in the limited liability company to that o f non- defaulting members. (C) Permitting a forced sale of the membership interest. (D) Permitting the lending or contribution by other members of the amount necessary to meet the defaulting member's commitment. (E) Providing for the adjustment of interest rates or other rates of return, preferred, priority, or otherwise, with respect to contributions by or

cessary to meet the defaulting member's commitment. (E) Providing for the adjustment of interest rates or other rates of return, preferred, priority, or otherwise, with respect to contributions by or capi tal accounts of the other members. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 17 (F) Providing for a fixing of the value of the defaulting member's interest in the limited liabili ty company by appraisal or by formula and redemption o r sale of the defaulting member's interest in the lim ited liability company at a percentage of that value. (b)(1) Unless otherwise provided in the articles of organization or the operating agreement, the obliga tion of a member to make a contribution or return money or pr operty paid or distributed in violation of this article sh all be compromised only by the unanimous vote of the membe rs. (2) Notwithstanding the compromise of an obligation referred to in paragraph (1), a person whose claim against a limited liability company arises before the receipt of notice of the compromise may enforce the original obligati on of a member to make a contribution to the limited liabil ity company or to return a

imited liability company arises before the receipt of notice of the compromise may enforce the original obligati on of a member to make a contribution to the limited liabil ity company or to return a distribution if the person h ad knowledge of the original obligation prior to the t ime the claim arose and if the compromise occurred after th e time the claim arose. Any other person with a claim aga inst a limited liability company may enforce only the exis ting obligation of a member to make a contribution to th e limited liability company or to return to the limited liabi lity com- pany money or other property paid or distributed. (c) A person with a claim against a limited liabili ty company may not enforce a conditional obligation of a member unless the conditions have been satisfied or waived . Conditional obligations include, without limitation, a capital contribution payable upon a discretionary call of the limited li ability company prior to the time the call occurs. (d) Nothing in this section shall be construed to a ffect the rights of third-party creditors of the limited liab ility company to seek equitable remedies or any rights existing unde r Guam law. § 15113 (C).

ing in this section shall be construed to a ffect the rights of third-party creditors of the limited liab ility company to seek equitable remedies or any rights existing unde r Guam law. § 15113 (C). Allocation of Profits and Losses Among Members. The profits and losses of a limited liability compa ny shall be allocated among the members, and among classes of m embers, in the manner provided in the operating agreement. If the COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 18 operating agreement does not otherwise provide, pro fits and losses shall be allocated in proportion to the cont ributions of each member. § 15114. Members. § 15114(A). Acquisition of Membership Interest; Ter mina- tion of Interest. (a) After formation of a limited liability company, a person may become a member: (1) In the case of a person acquiring a membership interest directly from the limited liability compan y, at the time provided in and upon compliance with the artic les of organization or the operating agreement or, if the articles of organization or operating agreement do not so provi de, only upon the vote of all the members and when the perso n becomes a party

es of organization or the operating agreement or, if the articles of organization or operating agreement do not so provi de, only upon the vote of all the members and when the perso n becomes a party to the operating agreement. (2) In the case of an assignee of a membership inte rest, upon compliance with subdivision (a) of Subsection 15117 (D) and at the time provided in and upon compliance with the articles of organization or the operating agree ment or, if the articles of organization or operating agreement do not so provide, where the assignee becomes a party to the operating agreement. (b) The operating agreement may provide for the termination in whole or in part of the membership i nterest or economic interest of a member in the limited liabil ity company. If a member's economic interest in the limited liab ility company is terminated pursuant to the operating agreement, the member may demand and shall be entitled to receive a retur n of that member =s contribution. Any provision in an operating agree ment governing the termination of a member =s interest and the return of a member =s contribution shall be enforceable in accordance with its terms unless the member seeking

ion in an operating agree ment governing the termination of a member =s interest and the return of a member =s contribution shall be enforceable in accordance with its terms unless the member seeking to invalid ate the provision establishes that the provision was unreas onable under the circumstances existing at the time the agreemen t was made. § 15114 (B). Personal Liability of Members. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 19 (a) Except as otherwise provided in Subsection 1511 6 (E), no member of a limited liability company shall be p ersonally liable under any judgment of a court, or in any oth er manner, for any debt, obligation, or liability of the limited l iability company, whether that liability or obligation arises in cont ract, tort, or otherwise, solely by reason of being a member of th e limited liability company. (b) A member of a limited liability company shall b e personally liable under a judgment of a court or fo r any debt, obligation, or liability of the limited liability c ompany, whether that liability or obligation arises in contract, to rt, or otherwise, under the same or similar circumstances and to the same

debt, obligation, or liability of the limited liability c ompany, whether that liability or obligation arises in contract, to rt, or otherwise, under the same or similar circumstances and to the same extent as a shareholder of a corporation may be personally liable for any debt, obligation, or liability of the corporati on; except that the failure to hold meetings of members or managers or the failure to observe formalities pertaining to the ca lling or conduct of meetings shall not be considered a factor tendin g to establish that the members have personal liability for any de bt, obligation, or liability of the limited liability company where the articles of organization or operating agreement do not expressl y require the holding of meetings of members or managers. (c) Nothing in this section shall be construed to a ffect the liability of a member of a limited liability compan y to third parties for the member =s participation in tortious conduct. § 15114 (C). Creation of Classes of Members. The articles of organization or the operating agree ment may provide for the creation of classes of members havi ng those relative rights, powers and duties as the articles of organization

f Members. The articles of organization or the operating agree ment may provide for the creation of classes of members havi ng those relative rights, powers and duties as the articles of organization or operating agreement may provide, including right s, powers, and duties senior to other classes of members. § 15114 (D). Voting by Members. (a) The articles of organization or a written opera ting agreement may provide to all or certain identified members or a specified class or group of members the right to vo te separately or with all or any class or group of members on any matter. Voting by members may be on a per capita, number, f inancial interest, class, group, or any other basis. If no v oting provision is COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 20 contained in the articles of organization or writte n operating agreement: (1) The members of a limited liability company shal l vote in proportion to their interests in current pr ofits of the limited liability company or, in the case of a memb er who has assigned his or her or its entire economic inte rest in the limited liability company to a person who has not b een admitted as a

of the limited liability company or, in the case of a memb er who has assigned his or her or its entire economic inte rest in the limited liability company to a person who has not b een admitted as a member, in proportion to the interest in current profits that the assigning member would hav e, had the assignment not been made. (2) The following matters shall require the unanimo us vote of all members: (A) A decision to continue the business of the limited liability company after dissolution of the limited liability company pursuant to § 15132. (B) Approval of the transfer of a membership interest and admission of the assignee as a member of the limited liability company. (C) Any amendment of the articles of organization or operating agreement. (3) In all other matters in which a vote is require d, a vote of a majority in interest of the members shall be sufficient. (b) Notwithstanding any provision to the contrary i n the articles of organization or operating agreement, in no event shall the articles of organization be amended by a vote o f less than a majority in interest of the members.

ision to the contrary i n the articles of organization or operating agreement, in no event shall the articles of organization be amended by a vote o f less than a majority in interest of the members. (c) Notwithstanding any provision to the contrary i n the articles of organization or operating agreement, me mbers shall have the right to vote on a dissolution of the limi ted liability company as provided in subdivision (c) of § 15132. § 15114 (E). Meetings; Notice; Quorum; Proxies; Rec ord Date of Members Entitled to Notice. (a) Meetings of members may be held at any place, e ither within or without Guam, selected by the person or p ersons COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 21 calling the meeting or as may be stated in or fixed in accordance with the articles of organization or a written oper ating agreement. If no other place is stated or so fixed, all meetings shall be held at the principal executive office of the limited liability company. (b) A meeting of the members may be called by any manager or by any member or members representing mo re than 10 percent of the interests of members for the purp ose of addressing any matters

ompany. (b) A meeting of the members may be called by any manager or by any member or members representing mo re than 10 percent of the interests of members for the purp ose of addressing any matters on which the members may vot e. (c)(1) Whenever members are required or permitted t o take any action at a meeting, a written notice of the me eting shall be given not less than 10 days nor more than 60 day s before the date of the meeting to each member entitled to vote at the meeting. The notice shall state the place, date , and hour of the meeting and the general nature of the busine ss to be transacted. No other business may be transacted at this meeting. (2)(i) Any report or any notice of a members' meeti ng shall be given either personally or by mail or othe r means of written communication, addressed to the member at the address of the member appearing on th e books of the limited liability company or given by the member to the limited liability company for the purpose of notice, or, if no address appears or is given, at the place where the principal executive office o f the limited liability company is located or by publicat ion at least once in a newspaper of general

otice, or, if no address appears or is given, at the place where the principal executive office o f the limited liability company is located or by publicat ion at least once in a newspaper of general circulation in Guam. The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of wri tten communication. An affidavit of mailing of any notic e or report in accordance with the provisions of this article, executed by a manager, shall be prima faci e evidence of the giving of the notice or report. (ii) If any notice or report addressed to the member at the address of the member appearing on th e books of the limited liability company is returned to the limited liability company by the United States COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 22 Postal Service marked to indicate that the United S tates Postal Service is unable to deliver the notice or r eport to the member at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for t he member at the principal executive office of the lim

member at the address, all future notices or reports shall be deemed to have been duly given without further mailing if they are available for t he member at the principal executive office of the lim ited liability company for a period of one year from the date of the giving of the notice or report to all o ther members. (3) Upon written request to a manager by any person entitled to call a meeting of members, the manager shall immediately cause notice to be given to the members entitled to vote that a meeting will be held at a t ime re- quested by the person calling the meeting, not less than 10 days nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after rec eipt of the request, the person entitled to call the meeting ma y give the notice or, upon the application of that person, the Superior Court of Guam shall summarily order the giving of t he notice, after notice to the limited liability compa ny affording it an opportunity to be heard. The court may issue any order as may be appropriate, including, without limitation, an order designating the time and place of the meeting, the record date for determination of membe rs entitled

ard. The court may issue any order as may be appropriate, including, without limitation, an order designating the time and place of the meeting, the record date for determination of membe rs entitled to vote, and the form of notice. (d) When a members' meeting is adjourned to another time or place, unless the articles of organization or a written operating agreement otherwise require and, except as provided in this subdivision, notice need not be given of the adjour ned meeting if the time and place thereof are announced at the mee ting at which the adjournment is taken. At the adjourned meeting, the limited liability company may transact any business that ma y have been transacted at the original meeting. If the adjournm ent is for more than 45 days, or if after the adjournment a new rec ord date is fixed for the adjourned meeting, a notice of the ad journed meeting shall be given to each member of record ent itled to vote at the meeting. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 23 (e) The actions taken at any meeting of members, ho wever called and noticed, and wherever held, have the sam e validity as if taken at a meeting duly held

CTION CH. 15 LIMITED LIABILITY COMPANIES 23 (e) The actions taken at any meeting of members, ho wever called and noticed, and wherever held, have the sam e validity as if taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the members en titled to vote, not present in person or by proxy, signs a written waiver of notice or consents to the holding of the meeting or approves the minutes of the meeting. All waivers, consents, and approvals shall be filed with the limited liability company r ecords or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when the person objects, at the beginning of the me eting, to the transaction of any business because the meeting is not lawfully called or convened. Attendance at a meeting is not a waiver of any right to object to the consideration of matters required by this title to be included in the notice but not so included, if the objection is expressly made at the meeting.

ting is not a waiver of any right to object to the consideration of matters required by this title to be included in the notice but not so included, if the objection is expressly made at the meeting. Neither the business to be transacted nor the purpose of any meeting of members need be specified in any written waiver of notice, unles s otherwise provided in the articles of organization or operati ng agreement, except as provided in subdivision (g). (f) Members may participate in a meeting of the lim ited liability company through the use of conference tel ephones or similar communications equipment, as long as all me mbers participating in the meeting can hear one another. Participation in a meeting pursuant to this provision constitutes presence in person at that meeting. (g) Any action approved at a meeting, other than by unanimous approval of those entitled to vote, shall be valid only if the general nature of the proposal so approved w as stated in the notice of meeting or in any written waiver of n otice. (h)(1) A majority in interest of the members repres ented in person or by proxy shall constitute a quorum at a m eeting of members.

tated in the notice of meeting or in any written waiver of n otice. (h)(1) A majority in interest of the members repres ented in person or by proxy shall constitute a quorum at a m eeting of members. (2) The members present at a duly called or held meeting at which a quorum is present may continue t o transact business until adjournment, notwithstandin g the loss of a quorum, if any action taken after loss of a quorum, COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 24 other than adjournment, is approved by the requisit e percentage of interests of members specified in thi s title or in the articles of organization or a written operat ing agreement. (3) In the absence of a quorum, any meeting of mem- bers may be adjourned from time to time by the vote of a majority of the interests represented either in per son or by proxy, but no other business may be transacted, exc ept as provided in paragraph (2). (i)(1) Any action that may be taken at any meeting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, is sign ed and delivered to the limited liability company within 6 0 days of the record

eting of the members may be taken without a meeting if a consent in writing, setting forth the action so taken, is sign ed and delivered to the limited liability company within 6 0 days of the record date for that action by members having n ot less than the minimum number of votes that would be nece ssary to authorize or take that action at a meeting at wh ich all members entitled to vote thereon were present and v oted. (2) Unless the consents of all members entitled to vote have been solicited in writing: (A) Notice of any member approval of an amend- ment to the articles of organization or operating a gree- ment, a dissolution of the limited liability compan y as provided in § 15132 without a meeting by less than unanimous written consent shall be given at least 1 0 days before the consummation of the action authoriz ed by such approval; and (B) Prompt notice shall be given of the taking of any other action approved by members without a meeting by less than unanimous written consent, to those members entitled to vote who have not consent ed in writing. (3) Any member giving a written consent, or the member's proxy holder, may revoke the consent by a writing received by the

nsent, to those members entitled to vote who have not consent ed in writing. (3) Any member giving a written consent, or the member's proxy holder, may revoke the consent by a writing received by the limited liability company p rior to the time that written consents of members having th e minimum number of votes that would be required to authorize the proposed action have been filed with the COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 25 limited liability company, but may not do so therea fter. This revocation is effective upon its receipt at the off ice of the limited liability company required to be maintained pursuant to this Chapter. (j) The use of proxies in connection with this sect ion will be governed in the same manner as in the case of corpo rations formed under Title 18, Guam Code Annotated. (k) In order that the limited liability company may determine the members of record entitled to notices of any meeting or to vote, or entitled to receive any dist ribution or to exercise any rights in respect of any other lawful action, a manager, or members representing more than 10 perce nt of the interests of members, may fix, in advance, a

receive any dist ribution or to exercise any rights in respect of any other lawful action, a manager, or members representing more than 10 perce nt of the interests of members, may fix, in advance, a record date, that is not more than 60 days nor less than 10 days prior t o the date of the meeting and not more than 60 days prior to any other action. If no record date is fixed: (1) The record date for determining members entitle d to notice of or to vote at a meeting of members sha ll be at the close of business on the business day next prec eding the day on which notice is given or, if notice is waive d, at the close of business on the business day next precedin g the day on which the meeting is held. (2) The record date for determining members entitle d to give consent to limited liability company action in writing without a meeting shall be the day on which the first written consent is given. (3) The record date for determining members for any other purpose shall be at the close of business on the day on which the managers adopt the resolution relating th ereto, or the 60th day prior to the date of the other action, whichever is later.

any other purpose shall be at the close of business on the day on which the managers adopt the resolution relating th ereto, or the 60th day prior to the date of the other action, whichever is later. (4) The determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting unless a manager or the members who called the meeting fix a new record dat e for the adjourned meeting, but the manager or the membe rs who called the meeting shall fix a new record date if the COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 26 meeting is adjourned for more than 45 days from the date set for the original meeting. 2021 NOTE: Reference to 'territory' replaced with 'Guam' pursu ant to 1 GCA § 420. 2017 NOTE: Subitem designations altered pursuant to the authority of 1 GCA § 1606. § 15114 (F). Issuance of Certificate of Interest. (a) The operating agreement may provide that the in terest of a member or assignee in a limited liability company may be evidenced by a certificate of interest issued by th e limited liability company, and may make other provisions no t inconsistent with this Title

mber or assignee in a limited liability company may be evidenced by a certificate of interest issued by th e limited liability company, and may make other provisions no t inconsistent with this Title with respect to the tr ansfer of interests represented by those certificates or with respect to the form of those certificates. (b) The operating agreement may provide that the ce rtificate may be signed by a manager or officer of the limite d liability company, whose signature may be a facsimile. In cas e any manager or officer of the limited liability company who has signed or whose facsimile signature has been placed upon a certificate has to be a manager or officer before t he certificate is issued, it may be issued by the limited liability c ompany with the same effect as if the person were a manager or offi cer at the date of issue. If a certificate is worn out or lost, it may be renewed on production of the worn out or lost certificate or o n satisfactory proof of its loss together with such indemnity as m ay be required by the manager or managers or a resolution of membe rs. § 15114 (G). Access to Records and Documents by Mem bers; Inspection and Copying.

of its loss together with such indemnity as m ay be required by the manager or managers or a resolution of membe rs. § 15114 (G). Access to Records and Documents by Mem bers; Inspection and Copying. (a) Upon the request of a member or a holder of an economic interest, for purposes reasonably related to the interest of that person as a member or a holder of an econom ic interest, a manager shall promptly deliver to the member or hol der of an economic interest, at the expense of the limited li ability company, a copy of the information required to be m aintained by paragraphs (1), (2), and (4) of subdivision (a) of § 15115 (K), COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 27 and any written operating agreement of the limited liability company. (b) Each member, manager, and holder of an economic interest has the right upon reasonable request, for purposes reasonably related to the interest of that person a s a member, manager, or holder of an economic interest, to each of the following: (1) To inspect and copy during normal business hour s any of the records required to be maintained by § 1 5115 (K).

a s a member, manager, or holder of an economic interest, to each of the following: (1) To inspect and copy during normal business hour s any of the records required to be maintained by § 1 5115 (K). (2) To obtain from a manager promptly after becomin g available, a copy of the limited liability company' s federal, state, and local income tax or information returns for each year. (c) In the case of any limited liability company wi th more than 35 members: (1) A manager shall cause an annual report to be se nt to each of the members not later than 120 days afte r the close of the fiscal year. That report shall contain a balance sheet as of the end of the fiscal year and an incom e state- ment and statement of changes in financial position for the fiscal year. (2) Members representing at least 5 percent of the voting interests of members, or three or more membe rs, may make a written request to a manager for an inco me statement of the limited liability company for the initial three-month, six-month, or nine-month period of the current fiscal year ended more than 30 days prior to the da te of the request, and a balance sheet of the limited liabili ty company as of the end of that

onth, six-month, or nine-month period of the current fiscal year ended more than 30 days prior to the da te of the request, and a balance sheet of the limited liabili ty company as of the end of that period. The statement shall b e delivered or mailed to the members within 30 days thereafter. (3) The financial statements referred to in this se ction shall be accompanied by the report thereon, if any, of the independent accountants engaged by the limited liab ility company or, if there is no report, the certificate of a man- ager of the limited liability company that the fina ncial COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 28 statements were prepared without audit from the boo ks and records of the limited liability company. (d) A manager shall promptly furnish to a member a copy of any amendment to the articles of organization or op erating agreement executed by a manager pursuant to a power of attorney from the member. (e) The limited liability company shall send or cau se to be sent to each member or holder of an economic intere st within 90 days after the end of each taxable year such inform ation as is necessary to complete federal and

y company shall send or cau se to be sent to each member or holder of an economic intere st within 90 days after the end of each taxable year such inform ation as is necessary to complete federal and state income tax or information returns, and, in the case of a limited liability company with 35 or fewer members, a copy of the lim ited liability company's federal, state, and local incom e tax or information returns for the year. (f) In addition to any other remedies, a court of c ompetent jurisdiction may enforce the duty of making and mai ling or delivering the information and all statements requi red by this section and, for good cause shown, may extend the t ime therefor. (g) In any action under this section, if the court finds the failure of the limited liability company to comply with the requirements of this section is without justificati on, the court may award an amount sufficient to reimburse the per son bringing the action for the reasonable expenses inc urred by that person, including attorneys' fees, in connection wi th the action or proceeding. (h) Any waiver of the rights provided in this secti on shall be unenforceable.

e reasonable expenses inc urred by that person, including attorneys' fees, in connection wi th the action or proceeding. (h) Any waiver of the rights provided in this secti on shall be unenforceable. (i) Any request, inspection, or copying by a member or holder of an economic interest may be made by that person or by that person's agent or attorney. § 15114 (H). Complaint by Members of Failure to Com ply with Law or Articles of Organization; Action by Att orney General. (a) Upon complaint that a limited liability company is failing to comply with the provisions of § 15114 (G ), or to afford to the members rights given to them in the articles of organiza- COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 29 tion or operating agreement, the Attorney General m ay, in the name of the people of Guam, send to the office requ ired to be maintained pursuant to § 15115 (J), notice of the c omplaint. (b) If the answer of the limited liability company is not received within 30 days of the date the notice was transmitted, or if the answer is not satisfactory, and if the enfor cement of the rights of the aggrieved persons by private civil ac tion, by class

received within 30 days of the date the notice was transmitted, or if the answer is not satisfactory, and if the enfor cement of the rights of the aggrieved persons by private civil ac tion, by class action, or otherwise, would be so burdensome or exp ensive as to be impracticable, the Attorney General may institut e, maintain, or intervene in any court of competent jurisdiction or before any administrative agency for relief by way of injuncti on, the dissolution of entities, the appointment of receive rs, or any other temporary, preliminary, provisional, or final remed ies as may be appropriate to protect the rights of members or to restore the position of the members for the failure to comply w ith the requirements of § 15114 (G) or the articles of orga nization or the operating agreement. In any action, suit, or procee ding, there may be joined as parties all persons and entities r esponsible for or affected by the activity. 2021 NOTE: Reference to 'territory' removed pursuant to 1 GCA § 420. § 15115. Management of Limited Liability Company. § 15115 (A). Business and Affairs of Company Manage d by Members.

the activity. 2021 NOTE: Reference to 'territory' removed pursuant to 1 GCA § 420. § 15115. Management of Limited Liability Company. § 15115 (A). Business and Affairs of Company Manage d by Members. Unless the articles of organization include the sta tement referred to in subdivision (b) of § 15115 (B) vesti ng management of the limited liability company in a manager or ma nagers, the business and affairs of a limited liability company shall be managed by the members subject to any provisions of the articles of organization or operating agreement restricting or enlarging the management rights and duties of any member or c lass of members. If management is vested in the members, ea ch of the members shall have the same rights and be subject t o all duties and obligations of managers as set forth in this Ch apter. § 15115 (B). Management by Non-members. (a) The articles of organization may provide that t he business and affairs of the limited liability compa ny shall be COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 30 managed by or under the authority of one or more ma nagers who may, but need not, be members.

compa ny shall be COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 30 managed by or under the authority of one or more ma nagers who may, but need not, be members. (b) If the limited liability company is to be manag ed by one or more managers and not by all its members, the ar ticles of organization shall contain a statement to that effe ct. But if management is vested in only one manager, the artic les of organization shall so state. (c) The articles of organization or operating agree ment may prescribe the number and qualifications of managers who may, but need not, be natural persons. § 15115 (C). Management Vested in Manager Pursuant to Articles of Organization; Election; Removal; Resign ation. If management of the limited liability company is v ested in one or more managers pursuant to a statement in the articles of organization: (a) Election of managers to fill initial positions or vacancies shall be by the affirmative vote of a maj ority in interest of the members. (b) Any or all managers may be removed, with or without cause, by the vote of a majority in interes t of the members at a meeting called expressly for that purp ose.

ority in interest of the members. (b) Any or all managers may be removed, with or without cause, by the vote of a majority in interes t of the members at a meeting called expressly for that purp ose. Any removal shall be without prejudice to the right s, if any, of the manager under any contract of employment. (c) Any manager may resign as a manager at any time upon written notice to the limited liability compan y, without prejudice to the rights, if any, of the limited lia bility com- pany under any contract to which the manager is a p arty. (d) Unless they have earlier resigned or been remov ed, managers shall hold office until the expiration of the term for which they were elected or, if no term was prov ided, until their successors have been elected and qualif ied. § 15115 (D). Fiduciary Duties of Manager. The fiduciary duties a manager owes to the limited liability company and to its members are those of a partner t o a partnership and to the partners of the partnership. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 31 § 15115 (E). Appointment of Officers; Authority of Signing Officers in Documents.

e partners of the partnership. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 31 § 15115 (E). Appointment of Officers; Authority of Signing Officers in Documents. (a) A written operating agreement may provide for t he appointment of officers, including, without limitat ion, a chairperson or a president, or both, a secretary, a chief financial officer, and any other officers with such titles, p owers, and duties as shall be specified in the articles of org anization or operating agreement, or determined by the managers or members. An officer may, but need not, be a member or manager of the limited liability company, and any number of offices may be held by the same person. (b) Officers, if any, shall be appointed in accorda nce with the written operating agreement or, if no such prov ision is made in the operating agreement, any officers shall be a ppointed by the managers and shall serve at the pleasure of the managers, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the limited liability company without pre judice to the rights, if any, of the limited

f any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the limited liability company without pre judice to the rights, if any, of the limited liability company un der any contract to which the officer is a party. (c) Subject to the provisions of this Chapter, any note, mortgage, evidence of indebtedness, contract, certi ficate, state- ment, conveyance, or other instrument in writing, a nd any assignment or endorsement thereof, executed or ente red into between any limited liability company and any other person, when signed by the chairman of the board, the presi dent or any vice president, and any secretary, any assistant se cretary, the chief financial officer, or any assistant treasurer of the limited liability company, is not invalidated as to the lim ited liability company by any lack of authority of the signing off icers in the absence of actual knowledge on the part of the othe r person that the signing officers had no authority to execute th e same. § 15115 (F). Indemnification of Manager, Member, Of ficer, and Others; Purchase of Insurance.

owledge on the part of the othe r person that the signing officers had no authority to execute th e same. § 15115 (F). Indemnification of Manager, Member, Of ficer, and Others; Purchase of Insurance. (a) Except for a breach of the duty set forth in Su bsection 15115 (D), the articles of organization or written operating agreement of a limited liability company may provid e for COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 32 indemnification of any person, including, without l imitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines, or expenses of any kind incurred as a result of acting in that capacity. (b) A limited liability company shall have power to purchase and maintain insurance on behalf of any ma nager, member, officer, employee, or agent of the limited liability company against any liability asserted against or i ncurred by the person in that capacity or arising out of the perso n's status as a manager, member, officer, employee, or agent of the limited liability company. § 15115 (G). More than one Manager; Decisions by Ma jority Vote.

at capacity or arising out of the perso n's status as a manager, member, officer, employee, or agent of the limited liability company. § 15115 (G). More than one Manager; Decisions by Ma jority Vote. Except as otherwise provided in the articles of org anization or the operating agreement, if the members have app ointed more than one manager, decisions of the managers shall b e made by majority vote of the managers if at a meeting, or b y unanimous written consent. § 15115 (H). Member as Agent of Company Unless Othe r- wise Provided; Manager as Agent. (a) Unless the statement referred to in subdivision (b) of Subsection 15115 (B) is included in the articles of organization, every member is an agent of the limited liability c ompany for the purpose of its business or affairs, and the act of any member, including, but not limited to, the execution in the name of the limited liability company of any instrument, for th e apparent purpose of carrying on in the usual way the busines s or affairs of the limited liability company of which that person is a member, binds the limited liability company, unless the mem ber so acting has, in fact, no authority to act for the limited l iability

fairs of the limited liability company of which that person is a member, binds the limited liability company, unless the mem ber so acting has, in fact, no authority to act for the limited l iability company in the particular matter, and the person with whom the member is dealing has actual knowledge of the fact that the m ember has no such authority. (b) If the articles of organization contain the sta tement referred to in subdivision (b) of Subsection 15115 (B) that COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 33 management of the limited liability company is vest ed in a manager or managers, then: (1) No member, acting solely in the capacity of a member, is an agent of the limited liability compan y nor can any member bind, nor execute any instrument on beha lf of, the limited liability company. (2) Every manager is an agent of the limited liabil ity company for the purpose of its business or affairs, and the act of any manager, including, but not limited to, the execution in the name of the limited liability comp any of any instrument, for apparently carrying on in the u sual way the business or affairs of the limited liability co mpany

t not limited to, the execution in the name of the limited liability comp any of any instrument, for apparently carrying on in the u sual way the business or affairs of the limited liability co mpany of which the person is the manager, binds the limited liability company, unless the manager so acting has, in fact, no authority to act for the limited liability company in the particular matter, and the person with whom the man ager is dealing has actual knowledge of the fact that the m anager has no such authority. (c) No act of a manager or member in contravention of a restriction on authority shall bind the limited lia bility company to persons having actual knowledge of the restricti on. (d) Notwithstanding the provisions of subdivision ( c) of this section, and subject to the provisions of this Chap ter, any note, mortgage, evidence of indebtedness, contract, certi ficate, state- ment, conveyance, or other instrument in writing, a nd any assignment or endorsement thereof, executed or ente red into between any limited liability company and any other person, when signed by at least two managers (or by one man ager in the case of a limited liability company whose articles of

uted or ente red into between any limited liability company and any other person, when signed by at least two managers (or by one man ager in the case of a limited liability company whose articles of organization state that it is managed by only one manager), is n ot invalidated as to the limited liability company by any lack of authority of the signing managers or manager in the absence of actua l knowledge on the part of the other person that the signing ma nagers or manager had no authority to execute the same. § 15115 (I). Personal Liability of Manager or Offic er. No person who is a manager or officer or both a man ager and officer of a limited liability company shall be personally COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 34 liable under any judgment of a court, or in any oth er manner, for any debt, obligation, or liability of the limited l iability company, whether that liability or obligation arises in cont ract, tort, or otherwise, solely by reason of being a manager or o fficer, or both a manager and officer of the limited liability company. § 15115 (J). Office to Maintain Records; Agent for Service of Process.

, or otherwise, solely by reason of being a manager or o fficer, or both a manager and officer of the limited liability company. § 15115 (J). Office to Maintain Records; Agent for Service of Process. Each Limited Liability Company, Through its Manager (s), shall Continuously Maintain in Guam each of the Fol lowing: (a) An office at which shall be maintained the reco rds required by Subsection 15115 (K). (b) An agent in Guam for service of process on the limited liability company. 2021 NOTE: References to 'territory' replaced with 'Guam' purs uant to 1 GCA § 420. § 15115 (K). Records and Documents Required to be K ept. (a) Each limited liability company, through its man ager(s), shall maintain at the office referred to in subdivi sion (a) of Subsection 15115 (J) all of the following: (1) A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the limited liabi lity company set forth in alphabetical order, together w ith the contribution and the share in profits and losses of each member and holder of an economic interest.

omic interest in the limited liabi lity company set forth in alphabetical order, together w ith the contribution and the share in profits and losses of each member and holder of an economic interest. (2) If the articles of organization contain the sta tement described in subdivision (b) of § 15115 (B), a curr ent list of the full name and business or residence address of each manager. (3) A copy of the articles of organization and all amendments thereto, together with any powers of att orney pursuant to which the articles of organization or a ny amend- ments thereto were executed. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 35 (4) Copies of the limited liability company's feder al, state, and local income tax, or information returns and reports, if any, for the six most recent taxable ye ars. (5) A copy of the limited liability company's opera ting agreement, if in writing, and any amendments theret o, together with any powers of attorney pursuant to wh ich any written operating agreement or any amendments there to were executed. (6) Copies of the financial statements of the limit ed liability company, if any, for the six most recent fiscal

nt to wh ich any written operating agreement or any amendments there to were executed. (6) Copies of the financial statements of the limit ed liability company, if any, for the six most recent fiscal years. (7) The books and records of the limited liability company as they relate to the internal affairs of t he limited liability company for at least the current and past four fiscal years. (b) Upon request of an assessor, a domestic or fore ign limited liability company owning, claiming, possess ing, or controlling property in Guam subject to local asses sment shall make available at the limited liability company's p rincipal office in Guam, or at the office required to be kept pursu ant to this Chapter, or at a place mutually acceptable to the a ssessor and the limited liability company, a true copy of business records relevant to the amount, cost, and value of all prop erty that it owns, claims, possesses, or controls within Guam. 2021 NOTE: References to 'territory' removed and/or replaced w ith 'Guam' pursuant to 1 GCA § 420. § 15116. Distributions and Withdrawals. § 15116 (A). Distributions of Money or Property to Members.

2021 NOTE: References to 'territory' removed and/or replaced w ith 'Guam' pursuant to 1 GCA § 420. § 15116. Distributions and Withdrawals. § 15116 (A). Distributions of Money or Property to Members. Distributions of the money or property of a limited liability company shall be made to the members and to any cla sses of members in the manner provided in the operating agr eement. If the operating agreement does not otherwise provide, distributions that are a return of capital shall be made in propor- tion to the contributions made by each member and d istributions COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 36 that are not a return of capital shall be made in p roportion to the allocation of profits. § 15116 (B). Entitlement of Member to Receive Distr ibutions Prior to Withdrawal or Dissolution. Except as provided in this article, a member is ent itled to receive distributions from a limited liability comp any before the withdrawal of that member from the limited liabilit y company and before the dissolution and winding up thereof, subject to the limitations contained in § 15116 (E), to the extent and at the times or upon the happening of the

from the limited liabilit y company and before the dissolution and winding up thereof, subject to the limitations contained in § 15116 (E), to the extent and at the times or upon the happening of the events specified in the operating agreement. § 15116 (C). Withdrawal of Member; Notice; Entitlem ent to Distribution. (a) A member may withdraw from a limited liability company at the time or upon the happening of events specified in the articles of organization or operating agreement . A written operating agreement may provide that a member may n ot withdraw the member's contribution from the limited liability company, or may provide specific remedies in the ev ent of a wrongful withdrawal of a member's contribution, pri or to the dissolution and winding up of the limited liability company. If the articles of organization or a written operating agreement do not specify the time or the events upon the happeni ng of which a member may withdraw, a member may withdraw from the limited liability company either: (1) Upon not less than six months' prior written no tice to each member at the addresses set forth in the li st required to be kept pursuant to this Chapter.

rom the limited liability company either: (1) Upon not less than six months' prior written no tice to each member at the addresses set forth in the li st required to be kept pursuant to this Chapter. (2) If any amendment to the articles of organizatio n or operating agreement that is adopted over the member 's written dissent adversely affects the rights or pre ferences of the dissenting member's membership interest in any of the ways described in subparagraph (A), (B), (C), or (E ) below, in which event the withdrawal shall be deemed to ha ve occurred as of the effective date of the amendment, if the member gives notice to the limited liability compan y not more than 60 days after the date of the amendment. In COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 37 valuing the member's distribution pursuant to subdi vision (c), there shall be excluded any depreciation in an ticipation of the amendment. An amendment that does any of the following is subject to this paragraph: (A) Altering or amending that member's right to receive a distribution. (B) Altering or abolishing that member's right to voluntarily withdraw or retire.

f the following is subject to this paragraph: (A) Altering or amending that member's right to receive a distribution. (B) Altering or abolishing that member's right to voluntarily withdraw or retire. (C) Altering or abolishing that member's right to vote on any matter, except as the rights may be alt ered or abolished through the acceptance of contribution s or the making of contribution agreements. (D) Altering or abolishing that member's preemp- tive right to make contributions. (E) Establishing or changing the conditions for or consequences of expulsion. No member withdrawing under this paragraph shall be liable for damages for the breach of any agreement not to with draw. (b) Notwithstanding the provisions of subdivision ( a), any member who is under an obligation to render service s to the limited liability company may withdraw as a member at any time upon written notice to the limited liability compan y, without prejudice to the rights, if any, of the limited lia bility company or the other members under any contract to which the w ithdrawing member is a party. Any provision in an operating ag reement governing the withdrawal of services by a member sh all be enforceable in

or the other members under any contract to which the w ithdrawing member is a party. Any provision in an operating ag reement governing the withdrawal of services by a member sh all be enforceable in accordance with its terms unless the member seeking to invalidate the provision establishes tha t the provision was unreasonable under the circumstances existing a t the time the agreement was made. (c) Upon a permitted withdrawal that does not cause dissolution of the limited liability company, any w ithdrawing member is entitled to receive any distribution to w hich that member is entitled under the operating agreement an d, if not otherwise provided in the operating agreement, the member is entitled to receive, within a reasonable time after withdrawal, the COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 38 fair market value of the member's interest in the l imited liability company as of the date of withdrawal based upon the member's right to share in distributions from the limited li ability company. (d) Subject to Subsection 15116 (E) and other provi sions of this Chapter, at the time a member becomes entitled to receive a distribution, the

e in distributions from the limited li ability company. (d) Subject to Subsection 15116 (E) and other provi sions of this Chapter, at the time a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited li ability company with respect to the distribution. An operating agre ement may provide for the establishment of a record date with respect to sharing of profits and distributions from a limited liability company. § 15116 (D). Distribution in Form Other than Money; Distribution of Asset. (a) A member, regardless of the nature of the membe r's contribution, has no right to demand and receive an y distribution from a limited liability company in any form other than money. (b) No member may be compelled to accept from a lim ited liability company a distribution of any asset in ki nd in lieu of a proportionate distribution of money being made to o ther mem- bers. (c) Except upon a dissolution and winding up of a l imited liability company, no member may be compelled to ac cept a distribution of any asset in kind. § 15116 (E). Requirements to Make Distribution.

c) Except upon a dissolution and winding up of a l imited liability company, no member may be compelled to ac cept a distribution of any asset in kind. § 15116 (E). Requirements to Make Distribution. (a) No distribution shall be made if, after giving effect to the distribution: (1) The limited liability company would not be able to pay its debts as they become due in the usual cours e of business. (2) The limited liability company's total assets wo uld be less than the sum of its total liabilities plus, unless the operating agreement provides otherwise, the amount that would be needed, if the limited liability company w ere to be dissolved at the time of the distribution, to satis fy the preferential rights of other members upon dissoluti on that COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 39 are superior to the rights of the member receiving the distribution. (b) The limited liability company may base a determ ination that a distribution is not prohibited under subdivi sion (a) on any of the following: (1) Financial statements prepared on the basis of accounting practices and principles that are reason able in the circumstances.

tion is not prohibited under subdivi sion (a) on any of the following: (1) Financial statements prepared on the basis of accounting practices and principles that are reason able in the circumstances. (2) A fair valuation. (3) Any other method that is reasonable in the circ um- stances. (c) Except as provided in subdivision (e), the effe ct of a distribution under subdivision (a) is measured as o f (1) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization, or (2) the date payment is made if it occurs more than 120 days after the date of authorization. (d)(1) If terms of the indebtedness provide that pa yment of principal and interest is to be made only if, and t o the extent that, payment of a distribution to members could th en be made under this section, indebtedness of a limited liability company, including indebtedness issued as a distrib ution, is not a liability for purposes of determinations made under subdivision (b). (2) If the indebtedness is issued as a distribution , each payment of principal or interest on the indebtednes s is treated as a distribution, the effect of which is m easured on the date the payment is

If the indebtedness is issued as a distribution , each payment of principal or interest on the indebtednes s is treated as a distribution, the effect of which is m easured on the date the payment is actually made. (e) A member or assignee of a member is obligated t o return a distribution from a limited liability company to the extent that (1) the member or assignee had actual knowledge of facts indicating the impropriety of the distribution, and (2) immediately after giving effect to the distribution , and notwithstanding the compromise of an obligation ref erred to in COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 40 subdivision (b) of Subsection 15113 (B), all liabil ities of the limited liability company, other than liabilities t o members or assignees on account of their interest in the limit ed liability company and liabilities as to which recourse of cre ditors is limited to specified property of the limited liabil ity company, exceed the fair market value of the limited liabili ty company's assets, provided that the fair market value of any property that is subject to a liability as to which recourse of cred itors is so limited shall

fair market value of the limited liabili ty company's assets, provided that the fair market value of any property that is subject to a liability as to which recourse of cred itors is so limited shall be included in the limited liability company assets only to the extent that the fair market value of th e property exceeds this liability. (f) A cause of action with respect to an obligation to return a distribution pursuant to subdivision (e) is extingu ished unless the action is brought within four years after the distr ibution is made. § 15116 (F). Personal Liability of Manager or Membe r Who Votes for Unlawful Distribution. (a) A member or manager who votes for a distributio n in violation of the operating agreement or Subsection 15116 (E) or other appropriate provisions of this Chapter, is pe rsonally liable to the limited liability company for the amount of the distribution that exceeds what could have been distributed witho ut violating those sections of this Chapter or the operating agr eement if it is established that the member or manager did not act in compliance with those sections.

ould have been distributed witho ut violating those sections of this Chapter or the operating agr eement if it is established that the member or manager did not act in compliance with those sections. (b) Each member or manager held liable under subdiv ision (a) for an unlawful distribution is entitled to com pel contribution: (1) From each other member or manager who could be held liable under subdivision (a) for the unlawful distribution. (2) From each member for the amount the member received with knowledge of facts indicating that th e distribution was made in violation of Subsection 15 116 (E) or other appropriate sections of this Chapter or th e operating agreement. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 41 (c) A proceeding under this section is barred unles s it is commenced within four years after the date on which the effect of the distribution is measured under Subsection 15 116 (E). § 15117. Interest in Limited Liability Company; Ass ignment of Interests. § 15117 (A). Membership Interest as Personal Proper ty. A membership interest and an economic interest in a limited liability company constitute personal property of t he

y; Ass ignment of Interests. § 15117 (A). Membership Interest as Personal Proper ty. A membership interest and an economic interest in a limited liability company constitute personal property of t he member or assignee. A member or assignee has no interest in s pecific limited liability company property. § 15117 (B). Assignment of Membership Interest or Economic Interest; Pledge or Lien Against Membershi p Interest. (a) Except as provided in the articles of organiza tion or the operating agreement: (1) A membership interest or an economic interest i s assignable in whole or in part, provided, however, that no membership interest may be assigned without the unanimous vote of members required pursuant to Subsection 15117 (D). (2) An assignment of an economic interest does not of itself dissolve the limited liability company or, o ther than as set forth in the articles of organization or operat ing agree- ment, entitle the assignee to vote or participate i n the management and affairs of the limited liability com pany or to become or exercise any rights of a member. (3) An assignment of an economic interest merely entitles the assignee to receive, to the extent ass igned, the

airs of the limited liability com pany or to become or exercise any rights of a member. (3) An assignment of an economic interest merely entitles the assignee to receive, to the extent ass igned, the distributions and the allocations of income, gains, losses, deductions, credit, or similar items to which the a ssignor would be entitled. (4) Upon the assignment of all or part of an econom ic interest, the assignor shall provide the manager or member of the limited liability company responsible for ma intaining its books and records with the name and address of the COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 42 assignee, together with details of the interest ass igned. Upon receipt of that notice, the limited liability compa ny shall amend the list required by paragraph (1) of subdivi sion (a) of § 15115 (K) accordingly. Until the assignee of t hat interest becomes a member, the assignor continues t o be a member and to have the power to exercise any rights and powers of a member, including the right to vote whi ch, in the case of a member who has assigned his entire ec onomic interest in the limited liability company, shall in clude the right

ny rights and powers of a member, including the right to vote whi ch, in the case of a member who has assigned his entire ec onomic interest in the limited liability company, shall in clude the right to vote in proportion to the interest in curr ent profits that the assigning member would have, had the assig nment not been made. (b) Except to the extent assumed by agreement, unti l an assignee of an economic interest in a limited liabi lity company becomes a member, the assignee shall have no liabil ity to the limited liability company under § 15113 and § 15116 solely as a result of the assignment. The assignor of a members hip interest is not released from liability as a member solely a s a result of the assignment. (c) The pledge of, or granting of, a security inter est, lien, or other encumbrance in or against any or all of the m embership interest of a member shall not cause the member to cease to be a member or to grant to anyone else the power to exer cise any rights or powers of a member. § 15117 (C). Unsatisfied Amount of Judgment to be C harged Against Membership Interest. On application to a court of competent jurisdiction by any judgment creditor of a member, the court

f a member. § 15117 (C). Unsatisfied Amount of Judgment to be C harged Against Membership Interest. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of t he unsatisfied amount of the judgment with interest. T o the extent so charged, the judgment creditor has only the righ ts of an assignee of the membership interest. This section d oes not deprive any member of the benefit of any exemption laws applicable to the member =s membership interest. § 15117 (D). Membership of Assignee. (a) Except as otherwise provided in the articles of organization or the operating agreement, an assigne e of an COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 43 interest in a limited liability company may become a member only if the other members unanimously vote in favor of the assignee's admission to the limited liability compa ny as a member. (b) An assignee who has become a member has, to the extent assigned, the rights and powers, and is subj ect to the restrictions and liabilities, of a member under the articles of organization, any operating

assignee who has become a member has, to the extent assigned, the rights and powers, and is subj ect to the restrictions and liabilities, of a member under the articles of organization, any operating agreement, and this tit le. An assignee who becomes a member also is liable for th e obligations of the assignor to make contributions as provided i n § 15113, and to return any unlawful distributions made to th e assignee under § 15116. However, the assignee is not obligat ed for liabilities unknown to the assignee at the time the assignee became a member and that could not be ascertained f rom the articles of organization or operating agreement. (c) Whether or not an assignee of a membership inte rest becomes a member, the assignor is not released from the assignor's liability to the limited liability compa ny under '§ 15113 and 15116. § 15117 (E). Deceased Member; Member Adjudged Incompetent by Court. (a) If a member who is an individual dies or is adj udged by a court of competent jurisdiction to be incompetent to manage the member =s person or property, the member's executor, administrator, guardian, conservator, or other lega l representative may exercise all of the member's rig

sdiction to be incompetent to manage the member =s person or property, the member's executor, administrator, guardian, conservator, or other lega l representative may exercise all of the member's rig hts for the purpose of settling the member's estate or administ ering the member =s property, including any power the member had unde r the articles of organization or an operating agreem ent to give an assignee the right to become a member. (b) If a member is a corporation, trust, or other e ntity and is dissolved or terminated, the powers of that member may be exercised by its legal representative or successor. § 15118. Liability of Members and Managers. Neither the members of a limited liability company nor the managers of a limited liability company managed by a manager COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 44 or managers are liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligati on, or liability of the limited liability company. If members or man agers are professionals who will organize their business or s ervice as a limited liability company, they will still remain l iable for their

ility of the limited liability company. If members or man agers are professionals who will organize their business or s ervice as a limited liability company, they will still remain l iable for their professional performance. § 15119. Unauthorized Assumption of Powers. All persons who assume to act as a limited liabilit y company without authority to do shall be jointly an d severally liable for all debts and liabilities. § 15120. Dissolution. (a) A limited liability company organized under thi s Chapter shall be dissolved upon the occurrence of a ny of the following events: (1) When the period fixed for the duration of the limited liability company expires. (2) By the unanimous written agreement of all mem- bers. (3) Upon the death, retirement, resignation, expuls ion, bankruptcy, or dissolution of a member or upon the occur- rence of any other event which terminates the conti nued membership of a member in the limited liability com pany, unless the business of the limited liability compan y is continued by the consent of all the remaining membe rs or under a right to continue stated in the articles of organization of the liability company.

the business of the limited liability compan y is continued by the consent of all the remaining membe rs or under a right to continue stated in the articles of organization of the liability company. (b) As soon as possible following the occurrence of any of the events specified in Subsection (a) which effect s the dissolu- tion of the limited liability company, the limited liability com- pany shall execute a statement of intent to dissolv e in the form prescribed by the Department of Revenue and Taxatio n. § 15121. Filing of Statement of Intent to Dissolve. The statement of intent to dissolve a limited liabi lity company shall be delivered to the Department of Rev enue and Taxation. If the Department of Revenue and Taxation finds that COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 45 such statement conforms to law, it shall, when all fees and license taxes have been paid as prescribed in this Chapter, file the articles of dissolution in accordance with this Chapter. § 15122. Effect of Filing of Statement of Intent to Dissolve; Procedure After Filing such Statement.

d as prescribed in this Chapter, file the articles of dissolution in accordance with this Chapter. § 15122. Effect of Filing of Statement of Intent to Dissolve; Procedure After Filing such Statement. (a) Upon the filing by the Department of Revenue an d Taxation of a statement of intent to dissolve, the limited liability company shall cease to carry on its business, excep t insofar as may be necessary for the winding up of its business , but its separate existence shall continue until a certifica te of dissolution has been issued by the Department of Revenue and Ta xation or until a decree dissolving the limited liability com pany has been entered by a court of competent jurisdiction. (b) Within 20 days after the Department of Revenue and Taxation has filed a statement of intent to dissolv e, the limited liability company shall immediately cause notice th ereof to be mailed to each creditor of, and claimant against, t he limited liability company. (c) The limited liability company shall proceed to collect its assets; convey and dispose of such of its propertie s as are not to be distributed in kind to its members; pay, satisfy , or discharge its liabilities and obligations or make

l proceed to collect its assets; convey and dispose of such of its propertie s as are not to be distributed in kind to its members; pay, satisfy , or discharge its liabilities and obligations or make adequate pr ovisions for the payment or discharge thereof; and do all other acts required to liquidate its business and affairs. After paying or discharging all its obligations or making the adequate provision fo r payment or discharge thereof, the limited liability company ma y distribute the remainder of its assets, either in cash or in k ind, among its members according to their respective rights and in terests. § 15123. Distribution of Assets Upon Dissolution. (a) In settling accounts after dissolution, the lia bilities of the limited liability company shall be entitled to paym ent in the following order: (1) Those liabilities to creditors, in the order of priority as provided by law, except those liabilities to mem bers of the limited liability company on account of their c ontribu- tions; COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 46 (2) Those liabilities to members of the limited lia bility company in respect of their shares of the

ibu- tions; COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 46 (2) Those liabilities to members of the limited lia bility company in respect of their shares of the profits a nd other compensation by way of income on their contribution s; and (3) Those liabilities to members of the limited lia bility company in respect of their contributions to capita l. (b) Subject to any statement in the regulations, me mbers shall share in the limited liability company assets in respect to their claims for capital and in respect to their cl aims for profits or for compensation by way of income on their contribu tions, respectively, in proportion to the respective amoun ts of the claims. § 15124. Articles of Dissolution. When all debts, liabilities, and obligations of the limited liability company have been paid or discharged, or adequate provision has been made therefore, and all of the r emaining property and assets of the limited liability compan y have been distributed to the members, articles of dissolution shall be executed and verified by the person signing the sta tement, which statement shall set forth: (a) The name of the limited liability company.

istributed to the members, articles of dissolution shall be executed and verified by the person signing the sta tement, which statement shall set forth: (a) The name of the limited liability company. (b) The fact that the Department of Revenue and Taxation has therefore filed a statement of intent to dissolve the company and the date on which such statement wa s filed. (c) The fact that all debts, obligations, and liabi lities have been paid or discharged, or that adequate prov ision has been made therefore. (d) The fact that all the remaining property and as sets have been distributed among its members in accordan ce with their respective rights and interests. (e) The fact that there are no suits pending agains t the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, o r decree which may be entered against it in any pending suit . § 15125. Filing of Articles of Dissolution. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 47 (a) The articles of dissolution of the limited liab ility company shall be delivered to the Department of Rev enue and Taxation.

CA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 47 (a) The articles of dissolution of the limited liab ility company shall be delivered to the Department of Rev enue and Taxation. If the Department of Revenue and Taxation finds that such articles of dissolution conform to law, it sha ll, when all fees and license taxes have been paid as prescribed in t his Chapter, file the statement of intent to dissolve the compan y in accordance with this Chapter. The Department of Rev enue and Taxation shall then issue a certificate of dissolut ion. (b) The certificate of dissolution shall be returne d to the representative of the dissolved limited liability c ompany. Upon the issuance of such certificate of dissolution, th e existence of the company shall cease, except for the purpose of suits, other proceedings in this Chapter. The manager or manager s in office at the time of dissolution, or the survivors of the m, or, if none, the members, shall thereafter be trustees for the m embers and creditors of the dissolved limited liability compan y; and as such the trustees shall have authority to distribute any company property discovered after dissolution, to convey re al

the m embers and creditors of the dissolved limited liability compan y; and as such the trustees shall have authority to distribute any company property discovered after dissolution, to convey re al estate, and to take such other action as may be necessary on be half of and in the name of such limited liability company. § 15126. Cancellation of Certificate of Organizatio n. The certificate of organization of a limited liabil ity company shall be canceled by the Department of Reve nue and Taxation upon issuance of the certificate of dissol ution. § 15127. Involuntary Dissolution. (a) A limited liability company may be dissolved involuntarily by a decree of the Superior Court of Guam in an action filed by the Attorney General's Office when it is established that the limited liability company: (1) Has procured its articles of organization throu gh fraud; (2) Has exceeded the authority conferred upon it by law; (3) Has committed a violation of any provision of l aw whereby it has forfeited its charter; COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 48 (4) Has carried on, conducted, or transacted its business in a persistently fraudulent or illegal

d its charter; COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 48 (4) Has carried on, conducted, or transacted its business in a persistently fraudulent or illegal ma nner; or (5) By the abuse of its powers contrary to the publ ic policy of Guam, has become liable to be dissolved. (b) A limited liability company may be dissolved in volun- tarily by order of the Department of Revenue and Ta xation when the Department of Revenue and Taxation has determin ed that the limited liability company: (1) Has failed to file its annual report or pay the filing fee for the annual report within the time required by this Chapter; (2) Has failed for 30 days to appoint and maintain a registered agent in Guam; or (3) Has failed for 30 days after change of its regi stered office or registered agent to file in the office of the Depart- ment of Revenue and Taxation a statement of such ch ange. (c) No limited liability company shall be involunta rily dissolved under Subsection (b) unless the Departmen t of Revenue and Taxation has given the limited liabilit y company not less than 90 days notice of the proposed dissol ution, stating the reasons therefore and

der Subsection (b) unless the Departmen t of Revenue and Taxation has given the limited liabilit y company not less than 90 days notice of the proposed dissol ution, stating the reasons therefore and addressed to its register ed office or to its principal place of business, and the limited li ability company has failed prior to such involuntary dissolution to correct the reasons for the proposed involuntary dissolution. (d) If the Department of Revenue and Taxation involuntarily dissolves any limited liability compa ny under the provisions of Subsection (b), it shall issue a cert ificate to such effect and mail the certificate to the limited liab ility company at its registered office or its principal place of bus iness. Upon the issuance of such certificate of involuntary dissolu tion, the existence of the limited liability company shall ce ase, except as otherwise provided by law. (e) The enumeration in Subsections (a) and (b) of g rounds for involuntary dissolution shall not exclude an ac tion or special proceeding for the annulment dissolution of a limit ed liability COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH.

) of g rounds for involuntary dissolution shall not exclude an ac tion or special proceeding for the annulment dissolution of a limit ed liability COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 49 company for other cause as provided in any other st atute of Guam. 2021 NOTE: References to 'territory' replaced with 'Guam' purs uant to 1 GCA § 420. § 15128. Reinstatement After Involuntary Dissolutio n. (a) Any limited liability company which has been di ssolved by the Department of Revenue and Taxation under the provisions of § 15124 or prior law may be reinstate d by the Department of Revenue and Taxation at any time upon approval of an application for reinstatement signed by an of ficer or director of the dissolved limited liability company . Such application shall be filed by the Department of Rev enue and Taxation whenever it is established to the satisfac tion of the Department that in fact there was no cause for the dissolution or that the reasons for the dissolution have been corr ected and all fees, computed at the rate provided by law at the t ime the limited liability company applies for reinstatement, have b een paid.

or that the reasons for the dissolution have been corr ected and all fees, computed at the rate provided by law at the t ime the limited liability company applies for reinstatement, have b een paid. If the name of the dissolved limited liability company has been lawfully assumed in the state by another limited li ability company, the Department of Revenue and Taxation sha ll require the dissolved limited liability company to amend it s articles of organization to change its application for reinstat ement. (b) Whenever the application for reinstatement is a pproved and filed by the Department of Revenue and Taxation , the existence of the limited liability company shall be deemed to have continued without interruption from the date o f dissolution. The reinstatement shall have no effect upon any per sonal liabilities of the members or managers of the limit ed liability company on account of actions taken during the peri od between dissolution and reinstatement, but the power of the limited liability company to indemnify such members or mana gers shall extend to actions during such period. § 15129. Filings by the Department of Revenue and T axation.

atement, but the power of the limited liability company to indemnify such members or mana gers shall extend to actions during such period. § 15129. Filings by the Department of Revenue and T axation. All filings made by the Department of Revenue and Taxation shall be in accordance with the provisions of '2104 of Article 1 of Chapter 2, Title 18, Guam Code Annotat ed. § 15130. Fees for Filing Documents and Issuing Cert ification. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 50 Fees for filing documents and issuing certification shall be subject to applicable rates as determined by the De partment of Revenue and Taxation. § 15131. Miscellaneous Charges. Miscellaneous charges shall be determined, charged, and collected by the Department of Revenue and Taxation . § 15132. Waiver of Notice. When, under the provisions of this Chapter or under the provisions of the articles of organization or opera ting agreement of a limited liability company, notice is required to be given to a member of a limited liability company or to a manag er of a limited liability company having a manager or manag ers, a waiver in writing signed by the person or persons e

is required to be given to a member of a limited liability company or to a manag er of a limited liability company having a manager or manag ers, a waiver in writing signed by the person or persons e ntitled to the notice, whether made before or after the time for n otice to be given, is equivalent to the giving of notice. § 15133. Jurisdiction of the Superior Court of Guam . The Superior Court of Guam shall have jurisdiction to enforce the provisions of this Chapter. § 15134. Parties to Actions by or Against Limited L iability Company. A member of a limited liability company is not a pr oper party to proceedings by or against a limited liabil ity company, except when the object is to enforce a member's rig ht against, or liability to, the limited liability company. § 15135. Service of Process. (a) In addition to Part 1 of Title 18, Guam Code An notated, process may be served upon limited liability compan ies and foreign limited liability companies as provided in this section. (b) Personal service of a copy of any process again st the limited liability company or the foreign limited li ability company by delivery to any person designated by it as agent shall consti- tute valid

Personal service of a copy of any process again st the limited liability company or the foreign limited li ability company by delivery to any person designated by it as agent shall consti- tute valid service on the limited liability company or the foreign limited liability company. No change in the address of the agent for service of process or appointment of a new agen t for service COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 51 of process shall be effective until an amendment to the statement described in § 15112 is filed. In the case of a for eign limited liability company that has appointed the Director o f the Depart- ment of Revenue and Taxation as agent for service o f process by reason of paragraph (i) of this section, process sh all be delivered by hand to the Director, or to any person employed in the capacity of assistant or deputy, and shall include one copy of the process for each defendant to be served, together w ith a copy of the court order authorizing the service and the fee therefor. The order shall set forth the address to which the proc ess shall be sent by the Director.

fendant to be served, together w ith a copy of the court order authorizing the service and the fee therefor. The order shall set forth the address to which the proc ess shall be sent by the Director. (c)(1) If an agent for service of process has resig ned and has not been replaced, or if the designated agent canno t with reasonable diligence be found at the address design ated for personal delivery of the process, and it is shown b y affidavit to the satisfaction of the court that process again st a limited liability company or foreign limited liability comp any cannot be served with reasonable diligence upon the designated agent by hand in a manner provided by la w, the court may make an order that the service shall be m ade upon a domestic limited liability company or upon a registered foreign limited liability company by del ivering by hand to the Director, or to any person employed in the Director's office in the capacity of assistant or d eputy, one copy of the process for each defendant to be served , together with a copy of the order authorizing the s ervice. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Direc tor.

ch defendant to be served , together with a copy of the order authorizing the s ervice. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Direc tor. (2) Upon receipt of the copy of process and the fee therefor, the Director shall give notice of the ser vice of the process to the limited liability company or foreign limited liability company, at its principal executive offic e, by forwarding to that office, by registered mail with request for return receipt, the copy of the process; or if the Director =s records do not disclose an address for its principa l executive office, by forwarding such copy in the same manner to the last designated agent for service of process who ha s not resigned. If the agent for service of process has r esigned and has not been replaced, and the Director =s records do not COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 52 disclose an address for its principal executive off ice, no action need be taken by the Director. (3) The Director shall keep a record of all process served upon the Director under this title and shall record therein the time of service and the

ve off ice, no action need be taken by the Director. (3) The Director shall keep a record of all process served upon the Director under this title and shall record therein the time of service and the action taken by the Director. A certificate under the Director's offici al seal, certifying to the receipt of process, the giving of notice to the limited liability company or foreign limited li ability company, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidenc e of the service of process. (d)(1) The articles of organization of a limited li ability company and the application for registration of a f oreign limited liability company shall designate, as the a gent for service of process, an individual residing in Guam and whose capacity to act as an agent has not terminate d. The statement shall set forth that person's complete bu siness or residence address in Guam. (2) An agent designated for service of process may file with the Director a signed and acknowledged written statement of resignation as an agent. Upon filing o f the statement of resignation, the authority of the agen t to act in that capacity shall cease and the Director

a signed and acknowledged written statement of resignation as an agent. Upon filing o f the statement of resignation, the authority of the agen t to act in that capacity shall cease and the Director shall gi ve written notice of the filing of the statement of resignatio n by mail to the limited liability company or foreign limited li ability company addressed to its principal executive office . (3) If an individual who has been designated agent for service of process dies or resigns or no longer res ides in Guam, or if the corporate agent for that purpose re signs, dissolves, withdraws from Guam, forfeits its right to transact intrastate business, has its corporate rig hts, powers, and privileges suspended, or ceases to exist, the l imited liability company or foreign limited liability comp any shall promptly file an initial or amended statement descr ibed in § 15112 designating a new agent. (e) In addition to any other discovery rights that may exist, in any case pending in a Guam court in which a part y seeks COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 53 records from a limited liability company formed und er this title, whether or not

court in which a part y seeks COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 53 records from a limited liability company formed und er this title, whether or not the limited liability company is a p arty, the court may order the production in Guam of the books and r ecords of the limited liability company on those terms and co nditions that the court deems appropriate. (f) A member may, in a written operating agreement or other writing, consent to be subject to the non-exc lusive jurisdiction of the courts of a specified jurisdict ion, or the exclusive jurisdiction of the courts of Guam. (g) If a member desires to use the arbitration proc ess, that member may, in a written operating agreement or oth er writing, consent to be non- exclusively subject to arbitrati on in a specified state, or to be exclusively subject to ar bitration in Guam. (h) Along with the consent to the jurisdiction of c ourts or to be subject to arbitration as provided in subdivisio ns (f) and (g), a member may consent to be served with legal process in the manner prescribed in a written operating agreement or other writing.

to be subject to arbitration as provided in subdivisio ns (f) and (g), a member may consent to be served with legal process in the manner prescribed in a written operating agreement or other writing. (i) A foreign limited liability company, transactin g business in Guam without registration, appoints the Director of the Department of Revenue and Taxation as its agent for service of process with respect to causes of action arising ou t of the business in Guam. 2021 NOTE: References to 'territory' replaced with 'Guam' purs uant to 1 GCA § 420. § 15136. Tax on Income of Limited Liability Company . (a) A limited liability company is a 'business' as defined in § 26101 of Article I of Chapter 26 of Title 11, Gua m Code Annotated, and is subject to the taxes imposed unde r Chapter 26 of Title 11, Guam Code Annotated. (b) The income of a limited liability company organ ized pursuant to this chapter shall be subject to the Gu am's Tax Code and the taxes levied pursuant to Chapter 26 of Titl e 11 Guam Code Annotated. § 15137. Professional Limited Liability Companies. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH.

Gu am's Tax Code and the taxes levied pursuant to Chapter 26 of Titl e 11 Guam Code Annotated. § 15137. Professional Limited Liability Companies. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 54 (a) Two or more persons may organize a professional limited liability company by filing articles of org anization with the Department of Revenue and Taxation in accordanc e with this Chapter. In addition to other provisions required o r permitted by law, the articles of organization of a professional limited liability company must include a statement: (1) that the limited liability company is a profess ional limited liability company; and (2) describing the one specific kind of professiona l service to be rendered by the limited liability com pany. (b) A professional limited liability company may be organized under this act only for the purpose of re ndering one specific type of professional service and ancillary services. A professional limited liability company organized un der this act may not render more than one kind of professional s ervice. (c) Name.

specific type of professional service and ancillary services. A professional limited liability company organized un der this act may not render more than one kind of professional s ervice. (c) Name. A professional limited liability company may adopt a name not contrary to the law or ethics regu lating the practice of the professional service rendered throu gh the profes- sional limited liability company. The name of the l imited liability company must contain the words 'Professio nal Limited Liability Company' or the abbreviations 'P.L.L.C.' or 'PLLC' and must contain other words as may be required by law. (d) Restrictions on Members, Managers, and Officers . (1) A person who is not licensed or otherwise autho - rized to render the professional service of the pro fessional limited liability company may not be a member, mana ger or officer of the professional limited liability compa ny. A membership interest in the professional limited lia bility company may not be transferred to a person who is n ot licensed or otherwise authorized to render the prof essional service of the professional limited liability compa ny.

essional limited lia bility company may not be transferred to a person who is n ot licensed or otherwise authorized to render the prof essional service of the professional limited liability compa ny. (2) If a member, manager, or officer of a professio nal limited liability company, or an agent or employee of the company who has been rendering professional service for or with the company of the same type for which the pro fes- sional limited liability company was organized to r ender, COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 55 becomes legally disqualified to render the professi onal service, the person shall sever all employment with the professional limited liability company and immediat ely terminate all financial interest in the company. Th e profes- sional limited liability company shall purchase or cause to be purchased from the person all membership interes ts owned by the person in the professional limited lia bility company, at a price and on terms as may be provided in the articles of organization, the regulations, or any a pplicable agreement among the members and the professional li mited liability company.

y company, at a price and on terms as may be provided in the articles of organization, the regulations, or any a pplicable agreement among the members and the professional li mited liability company. (e) Rendering of Professional Services. (1) A professional limited liability company may render professional service in Guam only through: ( i) an individual member, manager, officer, employee, or a gent who is licensed to render the professional service on Guam; or (ii) an agent of the professional limited liabil ity company that is a professional limited liability company, p rofessional corporation, or professional association that is au thorized on Guam to render the professional service of the prof essional limited liability company and that renders the prof essional service only through a licensed individual member, manager, officer, or employee. (2) This section does not prohibit employment by a professional limited liability company of clerks, s ecretaries, bookkeepers, technicians, nurses, assistants, and o ther individuals who are not usually and ordinarily cons idered by custom and practice to be rendering professional service for which a license or other legal authorization

nurses, assistants, and o ther individuals who are not usually and ordinarily cons idered by custom and practice to be rendering professional service for which a license or other legal authorization is required. A person may not, under the guise of employment, pr actice a profession on Guam unless licensed or otherwise l egally authorized to practice that profession under the la ws of Guam. (f) Professional Relationships Not Affected. This C hapter does not alter or affect the professional relations hip between a person rendering professional service and a person receiving the service, and a confidential relationship enjoyed on Guam between those persons remains unchanged. This Chapt er does COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 56 not remove or diminish any rights at law that a per son receiving professional service has against a person rendering the service for an error, an omission, negligence, incompetence , or malfeasance. A limited liability company, but not t he other individual members, managers, or officers, is joint ly and severally liable with a member, manager, officer, e mployee, or agent rendering professional service

d liability company, but not t he other individual members, managers, or officers, is joint ly and severally liable with a member, manager, officer, e mployee, or agent rendering professional service for an error, omission, negligence, incompetence, or malfeasance on the par t of the member, manager, officer, employee, or agent when t he member, manager, officer, employee, or agent is ren dering professional service in the course of employment fo r the limited liability company. § 15138. Annual Report of Domestic and Foreign Limi ted Liability Companies. (a) Each domestic limited liability company and eac h foreign limited liability company, authorized to tr ansact business on Guam, shall file with the Director of Revenue an d Taxation a sworn annual report that sets forth: (1) The name of the limited liability company and, if a foreign limited liability company, the state or cou ntry under whose laws it is organized; (2) The date of organization or, if a foreign limit ed liability company, the date on which it was authori zed to transact business on Guam; (3) The address of the principal office of the limi ted liability company; (4) If the management of the limited liability comp

pany, the date on which it was authori zed to transact business on Guam; (3) The address of the principal office of the limi ted liability company; (4) If the management of the limited liability comp any is vested in its members, the name and address of e ach member; (5) If the management of the limited liability comp any is vested in one (I) or more managers, the name and address of each manager; and (6) A brief statement of the nature of the business which the limited liability company actually conduc ts on Guam. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 57 (b) The information contained in the annual report shall be current as of the date the annual report is filed. (c) The first annual report must be delivered to th e Director between July 1 and September 1, or such other date as the Director may specify by rule or regulation, of the year following the calendar year in which a domestic limited liabi lity company was organized, or a foreign limited liability compa ny was authorized to transact business on Guam. Subsequent annual reports must be delivered to the Director between J uly 1 and September 1, or such other date as the Director

limited liability compa ny was authorized to transact business on Guam. Subsequent annual reports must be delivered to the Director between J uly 1 and September 1, or such other date as the Director may specify by rule or regulation, of every successive calendar ye ar. (d) If an annual report does not contain the information required by this Section, the Director shall so not ify the reporting limited liability company in writing and return the annual report to it for correction. If the annual report is corre cted to contain the information required by this Section, and delivered to the Director within thirty (30) days after the date of the notice, it shall be deemed to be timely filed. (e) A limited liability company may file an amendme nt to the annual report if a change in the information se t forth in said report occurs after it is filed at the Department a nd before the next anniversary. This Subsection applies only to a change that is not required to be made by an amendment to the Articles of Incorporation. The amendment to the annual report m ust set forth: (1) the name of the limited liability company, as s hown on the records of the Department of Revenue and Tax ation;

the Articles of Incorporation. The amendment to the annual report m ust set forth: (1) the name of the limited liability company, as s hown on the records of the Department of Revenue and Tax ation; and (2) the information required by Subsection (a) here of as changed. (f) Any limited liability company failing to file an an nual report that complies herewith within sixty (60) day s after it is due shall pay, in addition to the regular annual re port fee, the sum of Fifty Dollars ($50.00), provided that the annual report is filed prior to revocation as provided in this Title , and shall be subject to dissolution or cancellation of its Certi ficate of Authority to transact business as provided in this Chapter. COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES 58 (g) The filing fee for an annual report shall be On e Hundred Dollars ($100.00). (h) Any limited liability company which is required to file or provide an annual report with another government agency or regulating body may satisfy the requirements of thi s Section by filing the same report with the Director, provided that the Director has determined in writing that the report contains the

agency or regulating body may satisfy the requirements of thi s Section by filing the same report with the Director, provided that the Director has determined in writing that the report contains the same or substantially similar information as that r equired by this Section. SOURCE: Added by P.L. 28-180:3 (Jan. 29, 2007). --------- COL6/24/202118 GCA BUSINESS STRUCTURE & FUNCTION CH. 15 LIMITED LIABILITY COMPANIES COL6/24/2021