Guam § 119102 - Permit Required for Sale of Guarantee Stock.

§ 119102. Permit Required for Sale of Guarantee Stock.

No association shall sell, except upon a sale for a delinquent

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assessment made in accordance with the provisions of Chapter 3, Title

18, Guam Code Annotated, or offer for sale, negotiate for the sale of, or

take subscriptions for, or issue any of its stock, until it shall have first

applied for and secured from the commissioner a permit authorizing it so

to do. Such application shall be in writing, shall be verified as provided

in the Title 7, Guam Code Annotated for the verification of pleading, and

shall be filed in, the office of the commissioner. In such application the

association shall set forth the names and addressee of its officers, the

location of its office, an itemized account of its financial condition, the

amount and character of its assets and liabilities, a copy of any contract it

proposes to make concerning the sale of its stock, a copy of any

prospectus or advertisement or other description of its stock then

prepared by or for it for distribution or publication, a copy of all minutes

of any proceedings of its directors, shareholders or stockholders relating

to or affecting the issue of such stock, and such additional information

concerning the association, its condition and affairs as the commissioner

may require. Upon the filing of such application, it shall be the duty of

the commissioner to examine it and the other papers and documents filed

therewith, and he may, if he deems it advisable, make or have made a

detailed examination, audit, and investigation of the association and its

affairs. If he finds that the proposed plan for the issue and sale of such

stock is not such as, in his opinion, will work a fraud upon the purchaser

thereof, the commissioner shall issue to the association a permit

authorizing it to issue and dispose of its stock in such amounts and for

such considerations and upon such terms and conditions as the

Commissioner may in such permit provide. Otherwise, he shall deny the

application and notify the association in writing of his decision. Every

permit shall recite in bold type that the issuance thereof is permissive

only and does not constitute a recommendation or endorsement of the

stock permitted to be issued. The commissioner may impose conditions

requiring the impoundment of the proceeds from the sale of such stock,

limiting the expense in connection with the sale thereof, and such other

conditions as he may deem reasonable and necessary or advisable to

insure the disposition of the proceeds from the sale of such stock in the

manner and for the purposes provided in such permit. The Commissioner

may from time to time amend, alter, or revoke any permit issued by him,

or temporarily suspend the rights of the association under such permit.

The Commissioner shall have the power to establish such rules and

regulations as may be reasonable or necessary to carry out the purposes

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and provisions of this section.

This section shall be limited to stock and shall not apply to shares or

investment certificates.