Guam § 25616 - Registered Limited Liability Partnerships.

§ 25616. Registered Limited Liability Partnerships.

(a) To become and to continue as a registered limited liability partner-

ship, a partnership shall file with the Department of Revenue and Taxation

an application stating the name of the partnership; the address of its

principal office; the number of the partners; a brief statement of the business

in which the partnership engages; any other matters that the partnership

wishes to include; and that the partnership thereby applied for status as a

registered limited liability partnership. If the partnership's principal office is

not located on Guam, it shall provide the name and address of a registered

agent on Guam for service of process.

(1) The application shall be executed by a majority in interest of

the partners or by one or more partners authorized to execute an

application.

(2) The application shall be accompanied by a fee which shall be

established and collected by the Department of Revenue and Taxation.

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(3) The Department of Revenue and Taxation shall register as a

registered limited liability partnership any partnership that submits a

completed application with the required fee.

(4) A partnership registered under this Section shall pay, in each

year following the year in which its application is filed, on a date

specified by the Department of Revenue and Taxation, an annual fee

of Two Hundred Fifty Dollars ($250.00) for each partner, but in no

event shall the fee payable by an LLP in a given year be more than

One Thousand Dollars ($1,000.00) regardless of the number of

partners. Payment of the fee must be accompanied by a notice, on a

form provided by the Department of Revenue and Taxation, of the

number of partners currently in the partnership and of any material

changes in the information contained in the partnership’s application

for registration.

(5) Registration is effective immediately after the date an

application is filed, and remains effective until: (i) It is voluntarily

withdrawn by the limited liability partnership filing with the

Department of Revenue and Taxation a written withdrawal notice

executed by a majority in interest of the partners or by one or more

partners authorized to execute a withdrawal notice; or (ii) 30 days after

receipt by the partnership of a notice from the Department of Revenue

and Taxation (which notice shall be sent by certified mail, return

receipt requested) that the partnership has failed to make timely

payment of the annual fee specified in Subsection (e), unless the fee is

paid within such a 30 day period.

(6) The status of a partnership as a registered limited liability

partnership, and the liability of the partners thereof, shall not be

affected by (i) errors in the information stated in an application under

Subsection (1) of this Section or a notice under Subsection (a) of this

Section, or (ii) changed after the filing of such an application or notice

in the information stated in the application or notice.

(7) The Department of Revenue and Taxation may provide forms

for the application under Subsection (a) of this Section or a notice

under Subsection (e) of this Section.

(8) A limited liability partnership is a "business" as defined in

Section 26101 of Article I of Chapter 26 of Title 11, Guam Code

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Annotated, and is subject to the taxes imposed under Chapter 26 of

Title 11, Guam Code Annotated.

(b) The name of a registered limited liability partnership shall contain

the words 'Registered Limited Liability Partnership' or the abbreviation

'L.L.P.' or 'LLP' as the last words or letters of its name.

(c) A registered limited liability partnership may conduct its business,

carry on its operations, and have and exercise the powers granted by this act

in any state, territory, or possession of the United States or in any foreign

country.

(1) The internal affairs of a registered limited liability partnership,

including the liability of partners for debts, obligations, and liabilities

of or chargeable to the partnership, shall be subject to and governed by

the laws of Guam.

(2) Subject to relevant law regarding the regulation and control of

specific types of business, registered limited liability partnerships

which are formed and existing under the laws of another jurisdiction,

may do business on Guam.

(3) The internal affairs of such partnerships, including the liability

of partners for debts, obligations, and liabilities of or chargeable to

partnerships, shall be subject to and governed by the laws of such other

jurisdiction