Guam § 15102 - Definitions.

§ 15102. Definitions.

As used in this chapter:

(a) Bankrupt means bankrupt under the federal

Bankruptcy Act or insolvent under any state insolvency act.

(b) Court includes every court and judge having

jurisdiction in the action.

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(c) Limited Liability Company or Company means a

limited liability company organized and existing under 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.

(g) Professional Service means any type of personal

service that requires as a condition precedent to the

rendering of the service the obtaining of a license, permit,

registration, or other legal authorization, including but not

limited to the personal service rendered by an architect,

attorney-at-law, certified public accountant, dentist, doctor,

physician, public accountant, surgeon, or veterinarian.

(h) Professional limited liability company means a

limited liability company that is organized under this act for

the sole and specific purpose of rendering professional

service and that has as its members only individuals

licensed or otherwise authorized within Guam to render 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.

(1) Without excluding other activities which may

not be considered to be transacting intrastate business,

a foreign limited liability company shall not be

considered to be transacting intrastate business merely

because its subsidiary transacts intrastate business, 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.

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(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 business,

a foreign limited liability company shall not be

considered to be transacting intrastate business within

the meaning of this subdivision solely by reason of

carrying on in Guam any one or more of the following

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.

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(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 status

as a member or manager of a domestic limited liability

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 members

without consideration.

(k) Economic interest means a person's right to share in

the income, gains, losses, deductions, credit, or similar

items of, and to receive distributions from, the limited

liability company, but does not include any other rights of a

member including, without limitation, the right to vote or to

participate in management, or, except as provided by this

Chapter, any right to information concerning the business

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 participate

in management, and any right to information concerning the

business and affairs of the limited liability company

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 the

member=s attorney in fact giving another person the power

to exercise the voting rights of that member.

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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.