Guam § 2110 - Corporate Name.

§ 2110. Corporate Name.

The Director of the Department of Revenue and Taxation shall not file

any Articles of Incorporation submitted by a corporation unless the corpo-

rate name of such corporation meets all of the following requirements:

(a) shall contain the word >corporation,= >incorporated,= >company,=

or >limited,= or the abbreviation >corp.,= >inc.,= >co.,= or >ltd.,= or words or

abbreviations of like import in another language; provided, however,

that if the word >company= or its abbreviation is used, it shall not be

immediately preceded by the word >and= or by an abbreviation of or

symbol representing the word >and;=

(b) shall not contain any word or phrase stating or implying that

the corporation is organized for a purpose other than that permitted by

its Articles of Incorporation and all applicable laws of Guam;

(c) except as authorized by Subsections (d) and (e) of this Section,

a corporate name shall not be the same as, or deceptively similar to:

(1) the corporate name of a corporation incorporated or

authorized to transact business on Guam;

(2) a name reserved under § 2110.1 or registered under §

2110.2;

(3) the fictitious name adopted by a foreign corporation

authorized to transact business on Guam because its real name is

unavailable;

(4) the corporate name of a not-for-profit corporation

incorporated or authorized to transact business on Guam; or

(5) the name of any partnership, limited partnership, limited

liability partnership or limited liability company, domestic or

foreign, which is organized under the laws of Guam or registered

to transact business on Guam;

(d) A corporation may apply to the Director of the Department of

Revenue and Taxation for authorization to use a name that is the same

as, or deceptively similar to, one (1) or more of the names described in

Subsection (c) of this Section; the Director of Revenue and Taxation

shall authorize use of the name applied for if:

COL070307

18 GCA BUSINESS S TRUCTURE & FUNCTION

(1) the other corporation, holder of a reserved or registered

name, limited partnership, limited liability partnership or limited

liability company consents to the use in writing and submits an

undertaking in form satisfactory to the Director of the Department

of Revenue and Taxation to change its name to a name that is the

same as, or deceptively similar to, the name of the applying

corporation; or

(2) the applicant delivers to the Director of the Department

of Revenue and Taxation a certified copy of the final judgment of

a court of competent jurisdiction establishing the applicant's right

to use the name applied for on Guam;

(e) a corporation may use the name, including the fictitious name,

of another domestic or foreign corporation that is used on Guam if the

other corporation or limited liability company is organized or

authorized to transact business on Guam and the proposed user

corporation:

(1) has merged with the other corporation;

(2) has been formed by reorganization of the other

corporation; or

(3) has acquired all, or substantially all, of the assets,

including the name, of the other corporation or limited liability

company;

(f) The provisions of this Section do not control the use of

fictitious names;

(g) Nothing in this Section shall abrogate or limit the law as to

unfair competition or unfair practice in the use of trade names, nor

derogate from the common law, the principles of equity, or the statutes

of Guam or of the United States with respect to the right to acquire and

protect trade names; and

(h) the assumption of a name in violation of this Section shall not

affect or vitiate the corporate existence, but the courts of Guam, having

equity jurisdiction, may, upon the application of the government, or of

any person, unincorporated association, or corporation interested or

affected, enjoin such corporation in violation from transacting business

under any name assumed in violation of this Section.

COL070307

18 GCA BUSINESS S TRUCTURE & FUNCTION

(i) The Director of Revenue and Taxation shall charge a fee of

Twenty-five Dollars ($25.00) for a name change resulting from a

merger between two (2) companies, groups or associations.