Guam § 15137 - Professional Limited Liability Companies.

§ 15137. Professional Limited Liability Companies.

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(a) Two or more persons may organize a professional

limited liability company by filing articles of organization with

the Department of Revenue and Taxation in accordance with this

Chapter. In addition to other provisions required or permitted by

law, the articles of organization of a professional limited liability

company must include a statement:

(1) that the limited liability company is a professional

limited liability company; and

(2) describing the one specific kind of professional

service to be rendered by the limited liability company.

(b) A professional limited liability company may be

organized under this act only for the purpose of rendering one

specific type of professional service and ancillary services. A

professional limited liability company organized under this act

may not render more than one kind of professional service.

(c) Name. A professional limited liability company may

adopt a name not contrary to the law or ethics regulating the

practice of the professional service rendered through the profes-

sional limited liability company. The name of the limited

liability company must contain the words “Professional Limited

Liability Company” or the abbreviations “P.L.L.C.” or “PLLC”

and must contain other words as may be required by law.

(d) Restrictions on Members, Managers, and Officers.

(1) A person who is not licensed or otherwise autho-

rized to render the professional service of the professional

limited liability company may not be a member, manager or

officer of the professional limited liability company. A

membership interest in the professional limited liability

company may not be transferred to a person who is not

licensed or otherwise authorized to render the professional

service of the professional limited liability company.

(2) If a member, manager, or officer of a professional

limited liability company, or an agent or employee of the

company who has been rendering professional service for or

with the company of the same type for which the profes-

sional limited liability company was organized to render,

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becomes legally disqualified to render the professional

service, the person shall sever all employment with the

professional limited liability company and immediately

terminate all financial interest in the company. The profes-

sional limited liability company shall purchase or cause to

be purchased from the person all membership interests

owned by the person in the professional limited liability

company, at a price and on terms as may be provided in the

articles of organization, the regulations, or any applicable

agreement among the members and the professional limited

liability company.

(e) Rendering of Professional Services.

(1) A professional limited liability company may

render professional service in Guam only through: (i) an

individual member, manager, officer, employee, or agent

who is licensed to render the professional service on Guam;

or (ii) an agent of the professional limited liability company

that is a professional limited liability company, professional

corporation, or professional association that is authorized on

Guam to render the professional service of the professional

limited liability company and that renders the professional

service only through a licensed individual member,

manager, officer, or employee.

(2) This section does not prohibit employment by a

professional limited liability company of clerks, secretaries,

bookkeepers, technicians, nurses, assistants, and other

individuals who are not usually and ordinarily considered

by custom and practice to be rendering professional service

for which a license or other legal authorization is required.

A person may not, under the guise of employment, practice

a profession on Guam unless licensed or otherwise legally

authorized to practice that profession under the laws of

Guam.

(f) Professional Relationships Not Affected. This Chapter

does not alter or affect the professional relationship between a

person rendering professional service and a person receiving the

service, and a confidential relationship enjoyed on Guam

between those persons remains unchanged. This Chapter does

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not remove or diminish any rights at law that a person receiving

professional service has against a person rendering the service

for an error, an omission, negligence, incompetence, or

malfeasance. A limited liability company, but not the other

individual members, managers, or officers, is jointly and

severally liable with a member, manager, officer, employee, or

agent rendering professional service for an error, omission,

negligence, incompetence, or malfeasance on the part of the

member, manager, officer, employee, or agent when the

member, manager, officer, employee, or agent is rendering

professional service in the course of employment for the limited

liability company.