(a) It is unlawful for any person to transact business within this Territory or to maintain any place of business in the Territory or, if incorporated, organized or formed under the laws of this Territory, to transact business or maintain any place of business as either an Investment Company or as an International Finance Company, or both, unless such person:

(1) shall have filed a notification of intention with respect thereto with the Administrator under this Title together with a non-refundable filing fee of Five Hundred Dollars ($500); and

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(2) shall have in response to such notification of intention been issued a receipt of satisfactory notification by the Administrator, which receipt has not been withdrawn.”

(b) The Administrator shall issue a receipt of satisfactory notification upon a determination by him or the Governor that the proposed conduct set forth in the notification of intention:

(1) is consistent with the purposes of this Title; (2) is not likely to prejudice investors or lenders;
(3) is not likely to impose undue administrative or other burdens on the government of Guam; and
(4) is likely to contribute to the sound and responsible development of the securities and investment industry within or in relation to Guam, and that the person filing the notice of intention is capable of maintaining ethical and responsible business standards and practices.

(c) No notification of intention may be filed, and no such receipt of satisfactory notification issued with respect to any investment company or international finance company, except one which is organized under the laws of any state of the United States, the District of Columbia, or any territory or possession of the United States other than Guam, and which maintains its principal place of business within any such other jurisdiction, unless:
(1) such notification of intention is confirmed as to its accuracy by a person:

(i) who is registered as a broker-dealer or as an investment adviser pursuant to this Title;

(ii) who has maintained such registration continuously for at least two (2) years immediately prior thereto without any action having been taken adverse to such broker-dealer or investment adviser pursuant to § 46205 of this Title or otherwise; and
(iii) who maintains a business office within Guam; and

(2) there shall exist between such broker-dealer or investment adviser and such investment company or international finance company a business relationship (whether by common ownership, managerial control, contractual relationship or otherwise) as appears

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satisfactory to the Administrator reasonably to assure that such broker- dealer or investment adviser will be able to report accurately, meaningfully and effectively to the Administrator concerning the business affairs, practices and situation of such investment company or international finance company, and to be able to cooperate effectively with the Administrator in promoting compliance with this Title and to assist the Administrator in being informed about the current affairs of such investment company or international finance company, in accordance with such reasonable obligations as the Administrator may impose either at the time of notification, or thereafter, either on such broker-dealer or investment adviser or on such investment company or international finance company or both. Whenever any such broker- dealer or investment adviser or any entity affiliated therewith through common ownership or control shall have acted as an underwriter or dealer with respect to any securities of any such investment company or international finance company or as an investment adviser thereto, within the prior two (2) years, such business relationship shall be deemed to exist absent clear and convincing evidence to the contrary.

(d) Any such receipt of satisfactory notification of intention shall be withdrawn whenever the Administrator shall reasonably determine that under the then current circumstances as known to him, no receipt of satisfactory notification would be issued upon the current filing of the notification of intention by such investment company or international finance company.

(e) For the purpose of this Title, Investment Company shall have the same meaning (i) as it would have pursuant to Section 3(a) of the United States Investment Company Act of 1940, without excluding any securities from the definition of ‘investment securities’ contained in the final sentence thereof, provided that the Administrator by rule may provide for exemptions or exclusions from such meaning consistent with Section 3 of the Investment Company Act of 1940 of the United States where the company’s business activity, assets and ownership are substantially located in Guam or under such exemptions and exclusions, consistent with Section 3(b) or (c) of such Act upon substantial compliance with the procedures provided for under Subsection (c) of this Section, or (ii) as it has under any other law of the United States or Guam and International Finance Company shall mean any company:

(1) which is not an investment company;

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(2) which derives at least fifty percent (50%) of its annual gross income as interest or similar fees or revenue from any of its stockholders, or any affiliate of its stockholders or any person responsible for the existence of such stockholder relationship; and

(3) which either:

(i) has outstanding obligations with an original maturity date of longer than one (1) year in a principal amount greater than its capital;
(ii) which holds, as assets, obligations of any one debtor (including, for this purpose, obligations of all other entities which are under common ownership control with a debtor) equal to an amount greater than such company’s capital; or

(iii) which has at least fifty percent (50%) of its obligations guaranteed as to principal or interest by any one or more of its debtors or convertible into the securities of any one or more of its debtors.

SOURCE: GC § 45202. Renumbered by P.L. 16-65:4. Added by P.L. 16-65:5. Subsection (a) amended by P.L. 16-115:9; subsection (e) amended by P.L. 16-115:10. NOTE: GC ” 45202 through 45205 inclusive, are renumbered as GC ” 45203
through 45206, respectively by P.L. 16-65:4.