Guam § 7201 - Foreign Limited Liability Partnerships Transacting Business;

§ 7201. Foreign Limited Liability Partnerships Transacting Business;

Registration and Filing Requirements; Fee; Time of Registration;

Form; Penalty; Transact Business Definition.

(a) (1) Before transacting business in Guam, a foreign limited

liability partnership shall comply with all statutory and administrative

registration or filing requirements of the rules and regulations governing a

particular profession in which the partnership proposes to be engaged. A

foreign limited liability partnership that transacts business in Guam shall

within thirty (30) days after the effective date of the Act enacting this

Section or the date on which the foreign limited liability partnership first

transacts business in Guam, whichever is later, register with the

Department of Revenue and Taxation by submitting to the Department of

Revenue and Taxation an application for registration as a foreign limited

liability partnership, signed by a person with authority to do so under the

laws of the jurisdiction of formation of the foreign limited liability

partnership, stating the name of the partnership, the address of its principal

office, the name and address of its agent for service of process in Guam, a

brief statement of the business in which the partnership engages, and any

other matters that the partnership determines to include, on a form

prescribed by the Department of Revenue and Taxation.

(2) Annexed to the application for registration shall be a

certificate from an authorized public official of the foreign limited

liability partnership=s jurisdiction of organization to the effect that the

foreign limited liability partnership is in good standing in that

jurisdiction, if the laws of that jurisdiction permit the issuance of those

certificates, or, in the alternative, a statement by the foreign limited

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liability partnership that the laws of its jurisdiction of organization do

not permit the issuance of those certificates.

(b) The registration shall be accompanied by a fee as set by the

Department of Revenue and Taxation pursuant to the Administrative

Adjudication Law.

(c) The Department of Revenue and Taxation shall register as a

foreign limited liability partnership any partnership that submits a

completed application for registration with the required fee.

(d) The Department of Revenue and Taxation may cancel the filing of

the registration if a check or other remittance accepted in payment of the

filing fee is not paid upon presentation. Upon receiving written notification

that the item presented for payment has not been honored for payment, the

Department of Revenue and Taxation shall give a first written notice of the

applicability of this Section to the agent for service of process, or to the

person submitting the instrument. Thereafter, if the amount has not been

paid by cashier=s check or equivalent, the Department of Revenue and

Taxation shall give a second written notice of cancellation and the

cancellation shall thereupon be effective. The second notice shall be given

twenty (20) days or more after the first notice and ninety (90) days or less

after the original filing.

(e) A partnership becomes registered as a foreign limited liability

partnership at the time of the filing of the initial registration with the

Department of Revenue and Taxation, or at any later date or time specified

in the registration and the payment of the fee required by Subsection (b). A

partnership continues to be registered as a foreign limited liability

partnership until a notice that it is no longer so registered as a limited

liability partnership has been filed pursuant to § 7202 or, if applicable, once

it has been dissolved and finally wound up. The status of a partnership

registered as a foreign limited liability partnership and liability of a partner

of that foreign limited liability partnership shall not be adversely affected by

errors or subsequent changes in the information stated in an application for

registration under Subsection (a), or an amended registration or notice

under § 7202.

(f) The fact that a registration, or amended registration pursuant to §

7202 is on file with the Department of Revenue and Taxation is notice that

the partnership is a foreign limited liability partnership and of those other

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facts contained herein that are required to be set forth in the registration or

amended registration.

(g) A foreign limited liability partnership transacting business in Guam

shall not maintain any action, suit, or proceeding in any court of Guam

until it has registered in Guam pursuant to this Section.

(h) Any foreign limited liability partnership that transacts business in

Guam without registration is subject to a penalty of Twenty Dollars

($20.00) for each day that unauthorized business is transacted, up to a

maximum of Ten Thousand Dollars ($10,000.00).

(i) A foreign limited liability partnership, transacting business in

Guam without registration, appoints the Department of Revenue and

Taxation as its agent for service of process with respect to causes of action

arising out of the transaction of business in Guam.

(j) Without excluding other activities that may not be considered to be

transacting business, a foreign limited liability partnership shall not be

considered to be transacting business merely because of its subsidiary or

affiliate transacts business, or merely business because of its status as any

one (1) or more of the following:

(1) A shareholder of a domestic corporation.

(2) A shareholder of a foreign corporation transacting business.

(3) A limited partner of a foreign limited partnership transacting

business.

(4) A limited partner of a domestic limited partnership.

(5) A member or manager of a foreign limited liability company

transacting business.

(6) A member or manager of a domestic limited liability

company.

(k) Without excluding other activities that may not be considered to be

transacting business, a foreign limited liability partnership shall not be

considered to be transacting business within the meaning of this subdivision

solely by reason of carrying on in Guam any one (1) or more of the

following activities:

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(1) 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.

(2) Holding meetings of its partners or carrying on any other

activities concerning its internal affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer, exchange, and

registration of the foreign limited liability partnership=s securities or

maintaining trustees or depositories with respect to those securities.

(5) Effecting sales through independent contractors.

(6) Soliciting or procuring orders, whether by mail or through

employees or agents otherwise, where those orders require acceptance

without this state before becoming binding contracts.

(7) Creating or acquiring evidences of debt or mortgages, liens, or

security interest in real or personal property.

(8) Securing or collecting debts or enforcing mortgages and

security interests in property securing the debts.

(9) Conducting an isolated transaction that is completed within

thirty (30) days and not in the course of a number of repeated

transactions of a like nature.

(l) A person shall not be deemed to be transacting business in Guam

merely because of its status as a partner of a registered limited liability

partnership or a foreign limited liability company whether or not registered

to transact business in Guam.

(m) The Attorney General may bring an action to restrain a foreign

limited liability partnership from transacting business in Guam in violation

of this Chapter.