Guam § 9104 - Merger of Subsidiary.

§ 9104. Merger of Subsidiary.

(a) A parent corporation owning at least ninety percent (90%) of the

outstanding shares of each class of a subsidiary corporation may merge the

subsidiary into itself, or itself into the subsidiary, without approval of the

stockholders of either constituent corporation if the constituent corporation

adopts a plan of merger that sets forth:

(l) The names of the parent and subsidiary; and

(2) The manner and basis of converting the shares of the

disappearing corporation into shares, obligations, or other securities of

the surviving corporation or any other corporation or into cash or other

property in whole or in part.

(c) The surviving corporation shall mail a copy or summary of the plan

of merger to each stockholder of the disappearing corporation who does not

waive the mailing requirement in writing.

(d) The surviving corporation may not deliver Articles of Merger to the

Director of Revenue and Taxation for filing until at least thirty (30) days

after the date it mailed a copy of the plan of merger to each stockholder of

the disappearing corporation who did not waive the mailing requirement.

(e) Articles of merger under this Section may not contain amendments

to the Articles of Incorporation of the surviving corporation, except for the

COL070307

18 GCA BUSINESS S TRUCTURE & FUNCTION

following:

(l) To extend the duration of the corporation if it was incorporated

at a time when limited duration was required by law;

(2) To delete the names and addresses of the initial directors;

(3) To delete the name and address of the initial registered agent

or registered office, if a statement of change is on file with the

Director;

(4) To change each issued and unissued authorized share of an

outstanding class into a greater number of whole shares if the

corporation has only shares of that class outstanding;

(5) To change the corporate name by substituting the word

“corporation,” “incorporated,” “company,” “limited,” or the

abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or

abbreviation in the name, or by adding, deleting, or changing a

geographical attribution for the name; or

(6) To change the name of the surviving corporation, provided the

name does not otherwise violate general corporation law, regardless of

whether the name so adopted is the same as or similar to that of the

parent corporation.