Guam § 28202 - Articles of Incorporation.

§ 28202. Articles of Incorporation.

(a) The articles of incorporation must set forth:

(1) a corporate name for the corporation that satisfies the

requirements of § 28401;

(2) the number of shares the corporation is authorized to issue;

(3) the corporation’s initial place of business; and

(4) the name and address of each incorporator.

(b) The articles of incorporation may set forth:

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(1) the names and addresses of the individuals who are to serve as

the initial directors;

(2) provisions not inconsistent with law regarding:

(A) the purpose or purposes for which the corporation is

organized;

(B) managing the business and regulating the affairs of the

corporation;

(C) defining, limiting, and regulating the powers of the

corporation, its board of directors, and shareholders;

(D) a par value for authorized shares or classes of shares;

(E) the imposition of personal liability on shareholders for the

debts of the corporation to a specified extent and upon specified

conditions;

(3) any provision that under this Act is required or permitted to be

set forth in the bylaws;

(4) a provision eliminating or limiting the liability of a director to

the corporation or its shareholders for money damages for any action

taken, or any failure to take any action, as a director, except liability for;

(A) the amount of a financial benefit received by a director to

which he is not entitled;

(B) an intentional infliction of harm on the corporation or the

shareholders;

(C) a violation of § 28818; or

(D) an intentional violation of criminal law; and

(5) a provision permitting or making obligatory indemnification of

a director for liability to any person for any action taken, or any failure

to take any action, as a director, except liability for;

(A) receipt of a financial benefit to which he is not entitled,

(B) an intentional infliction of harm on the corporation or its

shareholders,

(C) a violation of § 28818 or

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(D) an intentional violation of criminal law.

(c) The articles of incorporation need not set forth any of the corporate

powers enumerated in this Act.