Corporate Law at Guam (US)
Here’s a clear overview of Corporate Law in Guam (U.S. Territory):
Corporate Law in Guam
1. Legal Framework
Guam is an unincorporated territory of the United States.
Corporate law in Guam is primarily governed by local territorial law, heavily influenced by U.S. federal law and American common law principles.
The Guam Code Annotated contains the local statutes including the Guam Corporations Act.
Federal laws applicable to corporations also apply, where relevant.
2. Types of Business Entities
Common entity types under Guam law include:
| Entity Type | Description |
|---|---|
| Corporation | Most common form, can be for-profit or nonprofit. |
| Limited Liability Company (LLC) | Popular for flexibility and limited liability. |
| Partnership | General Partnership, Limited Partnership, LLP. |
| Sole Proprietorship | Owned by one individual with unlimited liability. |
3. Company Formation
Steps to form a corporation or LLC in Guam:
Choose a company name — must be unique and meet Guam naming rules.
Prepare and file Articles of Incorporation (for corporations) or Articles of Organization (for LLCs) with the Guam Department of Revenue and Taxation (DRT), Business Registry Division.
Appoint registered agent in Guam.
Pay required filing fees.
Create bylaws (corporations) or operating agreement (LLCs).
Obtain an Employer Identification Number (EIN) from the IRS for federal tax purposes.
Register for Guam business licenses and tax accounts.
4. Corporate Governance
Corporations are governed by a board of directors elected by shareholders.
Officers manage daily operations.
LLCs are managed either by members or designated managers as set forth in the operating agreement.
Shareholders/members have limited liability for company debts.
Annual meetings and filings are generally required.
5. Capital Requirements
Guam does not impose a minimum capital requirement for corporations or LLCs.
Capital contributions are governed by the company’s internal agreements.
6. Taxation
Guam has a mirror tax code, meaning it follows the U.S. Internal Revenue Code with some local modifications.
Corporate income tax is levied similarly to U.S. federal corporate tax rates.
Guam also imposes local taxes such as Gross Receipts Tax.
Companies must file tax returns with the Guam Department of Revenue and Taxation and the IRS.
7. Employment Law
Employment laws in Guam largely follow U.S. federal laws (e.g., Fair Labor Standards Act, OSHA).
There are also local labor laws and regulations administered by Guam’s Department of Labor.
Employers must comply with both Guam and federal labor regulations.
8. Insolvency and Bankruptcy
Bankruptcy law is governed by the U.S. Bankruptcy Code, applicable in Guam.
Insolvency proceedings follow federal rules administered through U.S. bankruptcy courts.
9. Foreign Investment
Guam encourages foreign investment.
No restrictions on foreign ownership of corporations or LLCs.
Investors may benefit from Guam’s strategic location and U.S. regulatory environment.
Summary
Corporate law in Guam closely aligns with U.S. federal law but includes local regulations.
Flexible entity options (Corporation, LLC) with limited liability protection.
No minimum capital requirement.
Taxation follows the U.S. Internal Revenue Code with local adjustments.
Foreign investors can freely own and operate companies in Guam.
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