Contents of Articles of Incorporation

(a)The articles of incorporation must contain:

(1)the corporate name adopted by the corporation, which must be such as to distinguish it from any other Trust Company formed or incorporated on Guam, or engaged in the trust business on Guam;

(2)the place where its business is to be conducted;

(3)the purpose for which it is formed; COL4122017 CH. 160 GUAM-BASED TRUST COMPANIES ACT

(4)the amount of its capital stock, which must be divided into shares of the par value of not less than Twenty-five Dollars ($25.00) each, except that upon the written approval of the Commissioner the capital stock may be divided into shares of the par value of not less than One Dollar ($1.00) each (The amount of capital stock must not be less than One Hundred Thousand Dollars ($100,000.00), and must be assessable.);

(5)the amount of its original paid-in surplus, which must not be less than fifty percent (50%) of its capital stock;

(6)the name and place of residence of, and the number of shares subscribed by, each stockholder;

(7)the number of directors, which must not be less than three (3), and the names of the stockholders selected to act as the first board of directors, each of whom must be a bona fide subscriber for at least One Thousand Dollars ($1,000.00) of the stock of the Trust Company, fully paid and not hypothecated;

(8)the location of all branch offices as approved by the Commissioner; and

(9)such other matters, not inconsistent with law, as the incorporators may deem proper.

(b)The articles of incorporation may also provide for the issuance and sale of preferred stock in such amount as is fixed by the articles or by amendments thereto, and the amount and number of shares thereof, and the terms and conditions thereof consistent with the provisions of this Chapter.