Guam § 7103 - Consequences of Transacting Business Without Authority.

§ 7103. Consequences of Transacting Business Without Authority.

(a) No foreign corporation transacting business on Guam without a

business license and a certificate of authority shall be permitted to maintain

any action, suit or proceeding in any court on Guam until it obtains both a

business license and a certificate of authority to transact business on Guam.

(b) No successor to a foreign corporation that transacted business on

Guam without a business license and a certificate of authority, and the

assignee of a cause of action arising out of that business, shall maintain any

action, suit or proceeding based upon that cause of action in any court on

COL070307

18 GCA BUSINESS S TRUCTURES & FUNCTION

Guam until the foreign corporation, or its successor or assignee obtains

both a business license and a certificate of authority.

(c) The court may stay any action, suit or proceeding commenced by a

foreign corporation, its successor, or assignee until it determines whether

the foreign corporation, or its successor, requires a business license and a

certificate of authority. If it so determines, the court may further stay the

proceeding until the foreign corporation, or its successor or assignee obtains

the license and certificate.

(d) A foreign corporation which transacts business on Guam without a

business license and a certificate of authority shall be liable to the

government of Guam for the years or parts thereof during which it

transacted business on Guam without a business license and a certificate of

authority, in an amount equal to all fees and taxes which would have been

imposed under this Chapter upon such corporation had it duly applied for

and received a business license and a certificate of authority to transact

business on Guam, as required by this Chapter, and thereafter filed all

reports required by this Chapter, plus a penalty of Two Hundred Dollars

($200.00) for each day that unauthorized business is transacted; and the

foreign corporation, by transacting unauthorized business, shall be deemed

to consent to the jurisdiction of the courts of Guam in any civil action

arising on Guam in which the corporation is named a party defendant.

The penalty established in this Section shall be assessed according to

the number of days it is found that the corporation has been willfully

transacting unauthorized business.

(e) Notwithstanding Subsections (a) and (b) of this Section, the failure

of a foreign corporation to obtain both a business license and a certificate of

authority does not impair the validity of any contract, mortgage, deed or act

of such corporation, and shall not prevent such corporation from defending

any action, suit or proceeding in any courts of Guam.