Guam § 28605 - Subscription for Shares Before Incorporation.

§ 28605. Subscription for Shares Before Incorporation.

(a) A subscription for shares entered into before incorporation is

irrevocable for six months unless the subscription agreement provides a

longer or shorter period or all the subscribers agree to revocation.

(b) The board of directors may determine the payment terms of

subscriptions for shares that were entered into before incorporation, unless

the subscription agreement specifies them. A call for payment by the board

of directors must be uniform so far as practicable as to all shares of the same

class or series, unless the subscription agreement specifies otherwise.

(c) Shares issued pursuant to subscriptions entered into before

incorporation are fully paid and nonassessable when the corporation receives

the consideration specified in the subscription agreement.

(d) If a subscriber defaults in payment of money or property under a

subscription agreement entered into before incorporation, the corporation

may collect the amount owed as any other debt. Alternatively, unless the

subscription agreement provides otherwise, the corporation may rescind the

agreement and may sell the shares if the debt remains unpaid more than

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twenty (20) days after the corporation sends written demand for payment to

the subscriber.

(e) A subscription agreement entered into after incorporation is a

contract between the subscriber and the corporation subject to § 28606.