GroundRules
← Search the law
us-gu · Through P.L. 38-133 (June 4, 2026)

18 GCA § 28202: Articles of Incorporation.

Read at publisher ↗
Where this section sits in the code
  1. Title 18: Business Structure and Function
  2. Division 1 - Business Structure
  3. Part 5 - Guam Business Corporation Act
  4. Chapter 28: Guam Business Corporation Act
  5. ARTICLE 2: 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:

(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

(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.

Collected 2026-09-27T03:55:38Z. Source file · JSON

Browse this collection