Guam § 7102 - License and Authority to Transact Business Required.

§ 7102. License and Authority to Transact Business Required.

(a) A foreign corporation shall not transact business in Guam until it

obtains both a business license and a certificate of authority to do so from

the Director of the Department of Revenue and Taxation.

(b) Without excluding other activities which may not be considered to

be transacting business, a foreign corporation shall not be considered to be

transacting business merely because its subsidiary transacts business in

Guam, or merely because of its status as any one (1) or more of the

following:

(1) a shareholder of a domestic corporation;

(2) a shareholder of another foreign corporation transacting

business;

(3) a limited partner of a foreign limited partnership transacting

business;

(4) a limited partner of a domestic limited partnership;

(5) a member or manager of a foreign limited liability company

transacting business;

(6) a member or manager of a domestic limited liability company;

(7) a limited partner of a foreign limited liability partnership

transacting business; or

(8) a limited partner of a domestic limited liability partnership.

(c) Without excluding other activities which may not be considered to

be transacting business in Guam, a foreign corporation shall not be

considered to be transacting business in Guam within the meaning of this

Subdivision solely by reason of carrying on in Guam any one (1) or more

of the following activities.

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18 GCA BUSINESS S TRUCTURES & FUNCTION

The following activities, among others, do not constitute transacting

business within the meaning of Subsection (1) of this Section:

(1) maintaining, defending or settling any proceeding;

(2) holding meetings of the board of directors or shareholders, or

carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

(4) maintaining offices or agencies for the transfer, exchange and

registration of the corporation=s own securities, or maintaining trustees

or depositaries with respect to those securities;

(5) selling through independent contractors;

(6) soliciting or obtaining orders, whether by mail or through

employees or agents or otherwise, if the orders require acceptance

outside Guam before they become contracts;

(7) creating or acquiring indebtedness, mortgages and security

interests in real or personal property;

(8) securing or collecting one=s own debts or enforcing mortgages

and security interests in property securing one=s own debts;

(9) owning, without more, real or personal property;

(10)conducting an isolated transaction that is completed within

sixty (60) days and that is not one in the course of repeated

transactions of a like nature; or

(11)transacting business in interstate commerce.

(d) The list of activities in this Section are not exhaustive.