18 Guam Code Ann. § 7103
Terms Used In 18 Guam Code Ann. § 7103
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
(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
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18 Guam Code Ann. BUSINESS STRUCTURES & FUNCTION
CH. 7 FOREIGN CORPORATIONS
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.