Consequences of Engaging in, Transacting, Conducting, Continuing, Doing, or Carrying on

a Business Without Business License or Certificate of Authority.

(a)Any person engaging in, transacting, conducting, continuing, doing, or carrying on a business within Guam which is otherwise required by law to have a current business license and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board, but does not have one, shall be closed promptly by the Department of Revenue and Taxation, after a hearing pursuant to the Administrative Adjudication Law, until all required returns are filed and all taxes paid or arrangements are made to pay them. All assets of the person or corporation shall be frozen after such hearing until all required tax returns are submitted to the Department of Revenue and Taxation, all taxes are paid, or payment arrangements are made, and a valid business license is obtained.

(b)Any person engaging in, transacting, conducting, continuing, doing, or carrying on a business on Guam without a business license and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board, may not maintain a proceeding in any Court on Guam until it obtains a business license and, as may be required by all applicable laws of Guam, a certificate of authority to transact business on Guam.

(c)The successor to any person who transacted, engaged in, conducted, continued, carried on, or done business on Guam without a business license and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board, and the assignee of a cause of action arising out of that business may not maintain a proceeding based upon that cause of action in any Court on Guam until the person or that CH. 70 GENERAL PROVISIONS person’s successor obtains a business license and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board.

(d)A Court may stay a proceeding commenced by a person, its successor, or assignee until it determines whether the person, or that person’s successor, or assignee requires a business license, and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board. If it so determines, the Court may further stay the proceeding until the person, or that person’s successor, or assignee obtains the business license, and, as may be required by all applicable laws of Guam, or other applicable regulating agency or board, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board.

(e)Notwithstanding the provisions of this Section, the failure of a person to obtain a business license, and, as may be required by all applicable laws of Guam, a certificate of authority from the Director of the Department of Revenue and Taxation, or other applicable regulating agency or board, does not impair the validity of its corporate acts or prevent it from defending any proceeding in Guam.