(a) (1) Before transacting business in Guam, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements of the rules and regulations governing a particular profession in which the partnership proposes to be engaged. A foreign limited liability partnership that transacts business in Guam shall within thirty (30) days after the effective date of the Act enacting this Section or the date on which the foreign limited liability partnership first transacts business in Guam, whichever is later, register with the Department of Revenue and Taxation by submitting to the Department of Revenue and Taxation an application for registration as a foreign limited liability partnership, signed by a person with authority to do so under the laws of the jurisdiction of formation of the foreign limited liability partnership, stating the name of the partnership, the address of its principal office, the name and address of its agent for service of process in Guam, a brief statement of the business in which the partnership engages, and any other matters that the partnership determines to include, on a form prescribed by the Department of Revenue and Taxation.

(2) Annexed to the application for registration shall be a certificate from an authorized public official of the foreign limited
liability partnership=s jurisdiction of organization to the effect that the
foreign limited liability partnership is in good standing in that jurisdiction, if the laws of that jurisdiction permit the issuance of those certificates, or, in the alternative, a statement by the foreign limited

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liability partnership that the laws of its jurisdiction of organization do not permit the issuance of those certificates.

(b) The registration shall be accompanied by a fee as set by the Department of Revenue and Taxation pursuant to the Administrative Adjudication Law.

(c) The Department of Revenue and Taxation shall register as a foreign limited liability partnership any partnership that submits a completed application for registration with the required fee.

(d) The Department of Revenue and Taxation may cancel the filing of the registration if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. Upon receiving written notification that the item presented for payment has not been honored for payment, the Department of Revenue and Taxation shall give a first written notice of the applicability of this Section to the agent for service of process, or to the person submitting the instrument. Thereafter, if the amount has not been
paid by cashier=s check or equivalent, the Department of Revenue and
Taxation shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given twenty (20) days or more after the first notice and ninety (90) days or less after the original filing.

(e) A partnership becomes registered as a foreign limited liability partnership at the time of the filing of the initial registration with the Department of Revenue and Taxation, or at any later date or time specified in the registration and the payment of the fee required by Subsection (b). A partnership continues to be registered as a foreign limited liability partnership until a notice that it is no longer so registered as a limited liability partnership has been filed pursuant to § 7202 or, if applicable, once it has been dissolved and finally wound up. The status of a partnership registered as a foreign limited liability partnership and liability of a partner of that foreign limited liability partnership shall not be adversely affected by errors or subsequent changes in the information stated in an application for registration under Subsection (a), or an amended registration or notice under § 7202.

(f) The fact that a registration, or amended registration pursuant to § 7202 is on file with the Department of Revenue and Taxation is notice that the partnership is a foreign limited liability partnership and of those other

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facts contained herein that are required to be set forth in the registration or amended registration.

(g) A foreign limited liability partnership transacting business in Guam shall not maintain any action, suit, or proceeding in any court of Guam until it has registered in Guam pursuant to this Section.

(h) Any foreign limited liability partnership that transacts business in Guam without registration is subject to a penalty of Twenty Dollars ($20.00) for each day that unauthorized business is transacted, up to a maximum of Ten Thousand Dollars ($10,000.00).

(i) A foreign limited liability partnership, transacting business in Guam without registration, appoints the Department of Revenue and Taxation as its agent for service of process with respect to causes of action arising out of the transaction of business in Guam.

(j) Without excluding other activities that may not be considered to be transacting business, a foreign limited liability partnership shall not be considered to be transacting business merely because of its subsidiary or affiliate transacts business, or merely business because of its status as any one (1) or more of the following:

(1) A shareholder of a domestic corporation.
(2) A shareholder of a 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.

(k) Without excluding other activities that may not be considered to be transacting business, a foreign limited liability partnership shall not be considered to be transacting business 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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(1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.

(2) Holding meetings of its partners or carrying on any other activities concerning its internal affairs.

(3) Maintaining bank accounts.

(4) Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability partnership=s securities or
maintaining trustees or depositories with respect to those securities. (5) Effecting sales through independent contractors.
(6) Soliciting or procuring orders, whether by mail or through employees or agents otherwise, where those orders require acceptance without this state before becoming binding contracts.

(7) Creating or acquiring evidences of debt or mortgages, liens, or security interest in real or personal property.

(8) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(9) Conducting an isolated transaction that is completed within thirty (30) days and not in the course of a number of repeated transactions of a like nature.

(l) A person shall not be deemed to be transacting business in Guam merely because of its status as a partner of a registered limited liability partnership or a foreign limited liability company whether or not registered to transact business in Guam.

(m) The Attorney General may bring an action to restrain a foreign limited liability partnership from transacting business in Guam in violation of this Chapter.