Guam § 281410 - Grounds for Judicial Dissolution.

§ 281410. Grounds for Judicial Dissolution.

The Superior Court of Guam may dissolve a corporation:

(a) in a proceeding by the attorney general if it is established that:

(1) the corporation obtained its articles of incorporation

through fraud; or

(2) the corporation has continued to exceed or abuse the

authority conferred upon it by law;

(b) in a proceeding by a shareholder if it is established that:

(1) the directors are deadlocked in the management of the

corporate affairs, the shareholders are unable to break the

deadlock, and irreparable injury to the corporation is threatened or

being suffered, or the business and affairs of the corporation can

no longer be conducted to the advantage of the shareholders

generally, because of the deadlock;

(2) the directors or those in control of the corporation have

acted, are acting, or will act in a manner that is illegal, oppressive,

or fraudulent;

(3) the shareholders are deadlocked in voting power and have

failed, for a period that includes at least two consecutive annual

meeting dates, to elect successors to directors whose terms have

expired; or

(4) the corporate assets are being misapplied or wasted;

(c) in a proceeding by a creditor if it is established that:

(1) the creditor’s claim has been reduced to judgment, the

execution on the judgment returned unsatisfied, and the

corporation is insolvent; or

(2) the corporation has admitted in writing that the creditor’s

claim is due and owing and the corporation is insolvent; or

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(d) in a proceeding by the corporation to have its voluntary

dissolution continued under court supervision.

NOTE: Pursuant to the authority granted by 1 GCA § 1606, numbers and/or letters

were altered to adhere to the Compiler’s alpha-numeric scheme.