Guam § 15127 - Involuntary Dissolution.

§ 15127. Involuntary Dissolution.

(a) A limited liability company may be dissolved

involuntarily by a decree of the Superior Court of Guam in an

action filed by the Attorney General's Office when it is

established that the limited liability company:

(1) Has procured its articles of organization through

fraud;

(2) Has exceeded the authority conferred upon it by

law;

(3) Has committed a violation of any provision of law

whereby it has forfeited its charter;

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(4) Has carried on, conducted, or transacted its

business in a persistently fraudulent or illegal manner; or

(5) By the abuse of its powers contrary to the public

policy of Guam, has become liable to be dissolved.

(b) A limited liability company may be dissolved involun-

tarily by order of the Department of Revenue and Taxation when

the Department of Revenue and Taxation has determined that the

limited liability company:

(1) Has failed to file its annual report or pay the filing

fee for the annual report within the time required by this

Chapter;

(2) Has failed for 30 days to appoint and maintain a

registered agent in Guam; or

(3) Has failed for 30 days after change of its registered

office or registered agent to file in the office of the Depart-

ment of Revenue and Taxation a statement of such change.

(c) No limited liability company shall be involuntarily

dissolved under Subsection (b) unless the Department of

Revenue and Taxation has given the limited liability company

not less than 90 days notice of the proposed dissolution, stating

the reasons therefore and addressed to its registered office or to

its principal place of business, and the limited liability company

has failed prior to such involuntary dissolution to correct the

reasons for the proposed involuntary dissolution.

(d) If the Department of Revenue and Taxation

involuntarily dissolves any limited liability company under the

provisions of Subsection (b), it shall issue a certificate to such

effect and mail the certificate to the limited liability company at

its registered office or its principal place of business. Upon the

issuance of such certificate of involuntary dissolution, the

existence of the limited liability company shall cease, except as

otherwise provided by law.

(e) The enumeration in Subsections (a) and (b) of grounds

for involuntary dissolution shall not exclude an action or special

proceeding for the annulment dissolution of a limited liability

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company for other cause as provided in any other statute of

Guam.

2021 NOTE: References to “territory” replaced with “Guam” pursuant to

1 GCA § 420.