Chapter 26

COL07030718GCA BUSINESS STRUCTU RE &FUNCTION CH.26 USE OF FICTITIOUS NAMES 1CHAPTER 26 USE OF FICTITIOUS NAMES § 26101. Fictitious Names Generally § 26102. Foreign Partnerships. § 26103. Certificate Generally . § 26104. New Certificate: Change of Partners. § 26105. Abandonment. § 26106. Registration. § 26107. Certified Copies . § 26108. Foreign Partnership; Agent. § 26101. Fictitious Names Generally. Except as provid ed in the next section every person trans acting business in Guam under a fictitious name and every partnership transacting business in Guam under a fictitious name, or a designation not showing the names of the persons interest ed as partners in such business, must file with the Director of Revenue and T axation of Guam a certificate, stating the name in full and place of residence of such person and stating the names in full of all the members of such partnership and their places of residence. SOURCE: CC § 2466: amended by P .L. 6-68 (1962); reference to Director of Revenue & Ta xation made pursuant to P .L. 9 -228 (1968). § 26102. Foreign Partnerships. A commerci al or banking partnership, established and trans acting business in a place without the United States,

enue & Ta xation made pursuant to P .L. 9 -228 (1968). § 26102. Foreign Partnerships. A commerci al or banking partnership, established and trans acting business in a place without the United States, may use in Guam the partner - ship name used by it there, although it be fictitious, or does not show the names of the persons interest ed as partners in s uch business. SOURCE: CC § 2467. COMMENT : The amendment to § 26101 by P .L. 6 -68 omitted any reference to publication of the notice. Therefore, the Compiler has omitted reference to publication in this sec tion. That former refer ence, in any event, speci fically never did require publication by foreign partnerships. § 26103. Certificate Generally. The certificate filed with the Director of Revenue and T axation as provided in § 26101 must be signed by the person therein referred to, or by the partners, as the case may be and acknowledged before some officer , COL07030718GCA BUSINESS STRUCTU RE &FUNCTION CH.26 USE OF FICTITIOUS NAMES 2authorized to take the acknowledg ment of conveyances of real property . Where a business in hereafter commenced by a person under a fictitious name or a partnership is hereafter formed, the

S NAMES 2authorized to take the acknowledg ment of conveyances of real property . Where a business in hereafter commenced by a person under a fictitious name or a partnership is hereafter formed, the certificate must be filed within one month after the commencement of such business or after the formation of the partner ship, or within one month from the time desig nated in the agreement of its members for the commencement of the partnership. Where the business ha s been heretofore conducted under a fictitious name or where the partnership has been hereto fore formed, the certificate must be filed and the publica tion made within six months after this Code [Civil Code -1953] goes into effect. No person doing busin ess under a fictitious name, or his assignee or assignees, nor any persons doing business as partners contrary to the provisions of this Chapter, or their assignee or assignees, shall maintain any action upon or on account of any contracts made, or transac tions had, under such fictitious name, or in their partnership name, in any court of Guam until the certificate has been filed and the publication has been made as herein required. SOURCE: CC § 2468.

tions had, under such fictitious name, or in their partnership name, in any court of Guam until the certificate has been filed and the publication has been made as herein required. SOURCE: CC § 2468. COMMENT : Requirement for publication was repealed fro m § 26101. § 26104. New Certificate: Change of Partners. On every change in the members of a partner ship transact ing busi ness in Guam under a fictitious name, or a designa tion which does not show the names of the persons interested as partners in the business, except in the cases mentioned in § 26102, a new certificate must be filed with the Director of Revenue and T axation, and a new publication made as required bythis Chapter on the formation of such partner ship. SOURCE: CC § 2469. COMMENT : Publication is no longer required by § 26101. § 26105. Abandonment. Every person and every partnership transacting business in Guam under a fictitious name, or a designation not showing the names of the persons interested as partners in such business, who h as filed a certificate in accordance with § 26101, may , upon ceasing to use that name, file with the Direc tor of Revenue & T axation a certificate of abandon ment of name, stating

h business, who h as filed a certificate in accordance with § 26101, may , upon ceasing to use that name, file with the Direc tor of Revenue & T axation a certificate of abandon ment of name, stating the name in full and the place of resi dence of such person, and stating the names in full of all the members of such partnership and their COL07030718GCA BUSINESS STRUCTU RE &FUNCTION CH.26 USE OF FICTITIOUS NAMES 3places of residence. Such certificate shall be filed by the person therein referred to, or by one or more of the partners, as the case may be. SOURCE: CC § 2469.1 added by P .L. 6 -68. § 26106 . Registration. The Director of Reve nue & Taxation must keep a register of the names of firms and persons mentioned in the certificates filed with him pursu ant to this Chapter, entering in alphabetical order the names of every such person who does busin ess under a fictitious name, and the fictitious name, and the name of every such partnership, and of each partner therein. Upon filing of a certificate of abandonment of the use of a fictitious name, as provided in § 26105, the Director of Revenue & T axati on shall enter the fact of abandonment in the register .

herein. Upon filing of a certificate of abandonment of the use of a fictitious name, as provided in § 26105, the Director of Revenue & T axati on shall enter the fact of abandonment in the register . SOURCE: CC § 2470 amended by P .L. 6 -68. § 26107. Certified Copies. Copies of the entries of the Director of Revenue & T axation's clerk, as herein directed, when certified by him, and affidavits of p ublica tion, as herein directed, are presumptive evidence of the facts therein stated. SOURCE: CC § 2471. COMMENT : No publication is required by § 26101. § 26108. Foreign Partnership; Agent. Every co-partnership, other than those mentioned in §26102 of t his Chapter, domiciled outside of Guam, and having no regular place of business within Guam, must within forty (40) days from the time it commences to do business therein, file in the office of the Director of Revenue & Taxation of Guam, a designation of s ome person re siding within Guam upon whom process issued by authority of or under any law of Guam, may be served. A copy of such designation, duly certified by the Director of Revenue & Taxation, is sufficient evidence of such appointment.

m process issued by authority of or under any law of Guam, may be served. A copy of such designation, duly certified by the Director of Revenue & Taxation, is sufficient evidence of such appointment. Such process m ay be served on the person so designated, or, in the event that no such person is designated, then on the Director of Revenue and Taxation, together with a fee of Forty Dollars ($40.00) which shall be included as taxable cost in judicial proceedings, and t he service is a valid service on such partnership. SOURCE: CC § 2472 amended by P .L. 6-68.Amended by P .L. 29 -002:V:I:65 (May 18, 2007).COL07030718GCA BUSINESS STRUCTU RE &FUNCTION CH.26 USE OF FICTITIOUS NAMES 4COURT DECISIONS: American Pac. v . Siciliano , 235 F .2d 74 (1956). ----------COL07030718GCA BUSINESS STRUCTU RE &FUNCTION CH.26 USE OF FICTITIOUS NAMES