Guam § 2105 - Articles of Incorporation.

§ 2105. Articles of Incorporation.

Articles of incorporation shall state:

(1) The name of the corporation.

(2) The purpose for which it is formed.

(3) The place where the principal office of the corporation is to be

established or located, which place must be in Guam.

(4) The term for which it is to exist, not exceeding fifty (50)

years, except as otherwise provided in this Part.

(5) The names and residences of the incorporators.

(6) Unless otherwise provided in this Part, the number of its

directors, not less than three (3) nor more than seven (7), and the

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names and residences of the persons who are appointed to act as such

until the first annual meeting of the shareholders or until the election

and qualification of their successors as provided by the bylaws;

Provided, however, that at any time during the existence of the

corporation the number of directors may be increased to any number

not exceeding fifteen (15) or diminished to any number not less than

three (3) in the case of a nonstock corporation by the formal assent of a

majority of the members at a regular or special meeting of the

membership, and in the case of a stock corporation the number of

directors may be increased to any number not exceeding eleven (11) or

diminished to any number not less than three (3) by the formal assent

of the stockholders of the corporation at a regular or special meeting of

stockholders representing or holding a majority of the stock; and

provided, further, that a certificate setting out such increase or

diminution in the numbers of directors of any corporation shall be duly

signed and sworn to by the president, managing agent, secretary or

clerk, or treasurer of such corporation and forthwith filed in the

Department of Revenue and Taxation.

(7) If it be a stock corporation, the amount of its capital stock in

United States currency, and the number of shares into which it is

divided.

(8) If it be a stock corporation, the amount of capital stock

actually subscribed, the names and residences of the persons

subscribing, the amount subscribed by each, and the sum paid by each

on his subscription.

(9) If the corporation is either or both an Investment Company or

International Finance Company, its articles of incorporation shall state

in compliance with the requirement of subsection (2) of this section,

and in addition to any other statements in compliance therewith, that

its purpose is to be an Investment Company or an International

Finance Company, or both, as the case may be.