Guam § 106605 - Off-Shore Financing Corporation.

§ 106605. Off-Shore Financing Corporation.

(a) An Off-shore Financing Corporation is an entity incorporated in Guam other than an International

Finance Company whose principal purpose is:

(1) negotiating, making and extending loans to borrowers who are not residents or citizens of

Guam; and

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(2) borrowing from lenders who are not residents or citizens of Guam. An Off-shore Financing

Corporation shall record in Guam, for accounting purposes, all its loans, borrowing and business

transactions. An Off-shore Financing Corporation shall not transact business as a bank within Guam.

(b) Before any person or entity may operate an Off-shore Financing Corporation in Guam, a written

license authorized by the Banking and Insurance Board and issued by the Commissioner shall be obtained.

(c) An Off-shore Financing Corporation license shall be issued after the applicant has met the

following requirements:

(1) It is duly incorporated under the laws of Guam and is authorized by its articles of incorporation

to transact the type of business described in Subsection (a) of this Section.

(2) It has filed with, the Banking and Insurance Board a certified copy of its articles of

incorporation and of its bylaws and a copy of an application for a commercial license as a lending

institution pursuant to §§ 72104 and 72105 of this Code.

(3) It has furnished to the Banking and Insurance Board such proof of its paid-in capital, stock

ownership and management as the Banking and Insurance Board may reasonably require.

(4) It has complied with all applicable requirements of the title 18 Guam Code Annotated relating

to domestic corporations, except matters specifically otherwise provided for in this Section.

(5) Its manager or agent residing in Guam has taken an oath that he will, as far as the duty

devolves upon him, diligently and honestly administer the affairs of the corporation and will not

knowingly violate or willfully permit to be violated any of the provisions of law applicable to the

corporation and the oath, subscribed by the manager or agent taking it, has been transmitted to the

Commissioner and filed in his office.

(6) It has received from the License Board of the department a commercial license in accordance

with § 72103 of this Code.

(d) The license issued pursuant to this Subsection shall be for a term of five (5) years renewable for

term of five (5) years. The license fee for each five (5) year license period shall be One Thousand Dollars

($1,000) payable at the time an application for licensure is filed with the Commissioner. If the license is

not issued, the one Thousand dollars ($1,000) fee shall be refunded to the applicant.

(e) Interest earned by an Off-shore Financing Corporation duly licensed under this Section through its

operations shall not be treated for the purposes of § 26201 of Title 11, Guam Code Annotated as income

from business activities in Guam.

(f) Each Off-shore Financing Corporation shall submit to the Banking and Insurance Board twice in

each calendar year a report of its condition as of such dates as the Board may fix. Such reports shall contain

such information as the Banking and Insurance Board may reasonably require to ascertain whether or not

the Off-shore Financing Corporation is being operated in accordance with this Section. The record of an

Off-shore Financing Corporation concerning transaction between an Off-shore Financing Corporation and

its individual customers shall be confidential and an Off-shore Financing Corporation is prohibited from

furnishing to third parties record of any individual transaction between the Off-shore Financing Corporation

and any of its borrowers, lenders or other customers except upon court order, subpoena, other judicial

process or the express consent, of the parties involved. No process shall require disclosure sooner than

fifteen (15) days from the date of service of such process upon the Off-shore Financing Corporation.

(g) In the event a court of competent jurisdiction shall in any respect hold invalid any provision

contained in this Section. such invalidity shall not affect or impair any other provisions of this Section.

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Upon a holding of invalidity, this Section shall be construed as if the invalid provision had never been

contained herein.

(h) As used in this Section, International Finance Company shall mean any company;

(1) which is not an investment company;

(2) which derives at least fifty percent (50%) of its annual gross income as interest or similar fees

or revenue from any of its stockholders or any affiliate of its stockholders or any person responsible

for the existence of such stockholder relationship; and

(3) which either:

(A) has outstanding obligations with an original maturity date of longer than one (1) year in

a principal amount greater than its capital;

(B) which holds, as assets, obligations of any one debtor (including, for this purpose,

obligations of all other entities which are under common ownership control with a debtor) equal

to an amount greater than such company’s capital; or

(C) which has at least fifty percent (50%) of its obligations guaranteed as to principal or

interest by any one or more of its debtors or convertible into the securities of any one or more of

its debtors.