Guam § 281402 - Dissolution by Board of Directors and Shareholders.

§ 281402. Dissolution by Board of Directors and Shareholders.

(a) A corporation’s board of directors may propose dissolution for

submission to the shareholders.

(b) For a proposal to dissolve to be adopted:

(1) the board of directors must recommend dissolution to the

shareholders unless the board of directors determines that because of

conflict of interest or other special circumstances it should make no

recommendation and communicates the basis for its determination to

the shareholders; and

(2) the shareholders entitled to vote must approve the proposal to

dissolve as provided in subsection (e).

(c) The board of directors may condition its submission of the proposal

for dissolution on any basis.

(d) The corporation shall notify each shareholder, whether or not

entitled to vote, of the proposed shareholders’ meeting. The notice must also

state that the purpose, or one of the purposes, of the meeting is to consider

dissolving the corporation.

(e) Unless the articles of incorporation or the board of directors acting

pursuant to subsection (c) require a greater vote, a greater number of shares

to be present, or a vote by voting groups, adoption of the proposal to dissolve

shall require the approval of the shareholders at a meeting at which a quorum

consisting of at least a majority of the votes entitled to be cast exists.