Guam § 15135 - Service of Process.

§ 15135. Service of Process.

(a) In addition to Part 1 of Title 18, Guam Code Annotated,

process may be served upon limited liability companies and

foreign limited liability companies as provided in this section.

(b) Personal service of a copy of any process against the

limited liability company or the foreign limited liability company

by delivery to any person designated by it as agent shall consti-

tute valid service on the limited liability company or the foreign

limited liability company. No change in the address of the agent

for service of process or appointment of a new agent for service

COL6/24/2021

18 GCA BUSINESS STRUCTURE & FUNCTION

of process shall be effective until an amendment to the statement

described in § 15112 is filed. In the case of a foreign limited

liability company that has appointed the Director of the Depart-

ment of Revenue and Taxation as agent for service of process by

reason of paragraph (i) of this section, process shall be delivered

by hand to the Director, or to any person employed in the

capacity of assistant or deputy, and shall include one copy of the

process for each defendant to be served, together with a copy of

the court order authorizing the service and the fee therefor. The

order shall set forth the address to which the process shall be sent

by the Director.

(c)(1) If an agent for service of process has resigned and has

not been replaced, or if the designated agent cannot with

reasonable diligence be found at the address designated for

personal delivery of the process, and it is shown by affidavit

to the satisfaction of the court that process against a limited

liability company or foreign limited liability company

cannot be served with reasonable diligence upon the

designated agent by hand in a manner provided by law, the

court may make an order that the service shall be made

upon a domestic limited liability company or upon a

registered foreign limited liability company by delivering

by hand to the Director, or to any person employed in the

Director's office in the capacity of assistant or deputy, one

copy of the process for each defendant to be served,

together with a copy of the order authorizing the service.

Service in this manner shall be deemed complete on the

10th day after delivery of the process to the Director.

(2) Upon receipt of the copy of process and the fee

therefor, the Director shall give notice of the service of the

process to the limited liability company or foreign limited

liability company, at its principal executive office, by

forwarding to that office, by registered mail with request for

return receipt, the copy of the process; or if the Director=s

records do not disclose an address for its principal executive

office, by forwarding such copy in the same manner to the

last designated agent for service of process who has not

resigned. If the agent for service of process has resigned and

has not been replaced, and the Director=s records do not

COL6/24/2021

18 GCA BUSINESS STRUCTURE & FUNCTION

disclose an address for its principal executive office, no

action need be taken by the Director.

(3) The Director shall keep a record of all process

served upon the Director under this title and shall record

therein the time of service and the action taken by the

Director. A certificate under the Director's official seal,

certifying to the receipt of process, the giving of notice to

the limited liability company or foreign limited liability

company, and the forwarding of the process pursuant to this

section, shall be competent and prima facie evidence of the

service of process.

(d)(1) The articles of organization of a limited liability

company and the application for registration of a foreign

limited liability company shall designate, as the agent for

service of process, an individual residing in Guam and

whose capacity to act as an agent has not terminated. The

statement shall set forth that person's complete business or

residence address in Guam.

(2) An agent designated for service of process may file

with the Director a signed and acknowledged written

statement of resignation as an agent. Upon filing of the

statement of resignation, the authority of the agent to act in

that capacity shall cease and the Director shall give written

notice of the filing of the statement of resignation by mail to

the limited liability company or foreign limited liability

company addressed to its principal executive office.

(3) If an individual who has been designated agent for

service of process dies or resigns or no longer resides in

Guam, or if the corporate agent for that purpose resigns,

dissolves, withdraws from Guam, forfeits its right to

transact intrastate business, has its corporate rights, powers,

and privileges suspended, or ceases to exist, the limited

liability company or foreign limited liability company shall

promptly file an initial or amended statement described in §

15112 designating a new agent.

(e) In addition to any other discovery rights that may exist,

in any case pending in a Guam court in which a party seeks

COL6/24/2021

18 GCA BUSINESS STRUCTURE & FUNCTION

records from a limited liability company formed under this title,

whether or not the limited liability company is a party, the court

may order the production in Guam of the books and records of

the limited liability company on those terms and conditions that

the court deems appropriate.

(f) A member may, in a written operating agreement or

other writing, consent to be subject to the non-exclusive

jurisdiction of the courts of a specified jurisdiction, or the

exclusive jurisdiction of the courts of Guam.

(g) If a member desires to use the arbitration process, that

member may, in a written operating agreement or other writing,

consent to be non- exclusively subject to arbitration in a

specified state, or to be exclusively subject to arbitration in

Guam.

(h) Along with the consent to the jurisdiction of courts or to

be subject to arbitration as provided in subdivisions (f) and (g), a

member may consent to be served with legal process in the

manner prescribed in a written operating agreement or other

writing.

(i) A foreign limited liability company, transacting business

in Guam without registration, appoints the Director of the

Department of Revenue and Taxation as its agent for service of

process with respect to causes of action arising out of the

business in Guam.

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

1 GCA § 420.