Definitions and Construction

The following are definitions of certain terms as used in this Part:

(a)Articles includes the articles of incorporation, amendments thereto, amended articles, and agreements of consolidation or merger.

(b)Unless the context otherwise requires, shareholder or stockholder or holder of shares, means holder or record of shares or shareholder or record and includes a subscriber to shares in cases in which no certificates are outstanding, and a member of a nonstock corporation.

(c)Member includes each person signing the articles of a nonstock corporation and each person admitted to membership therein.

(d)Incorporator includes each person signing the articles of incorporation.

(e)Corporation unless otherwise expressly provided, refers only to a domestic corporation.

(f)Domestic Corporation means a corporation formed under the laws of Guam; and foreign corporation means any other corporation.

(g)Stock corporation means a corporation authorized to issue shares of stock.

(h)Nonstock corporation includes every corporation other than a stock corporation.

(i)To represent shares means to vote, to give written consent to corporation action, to dissent therefrom, and to execute waivers of notice of meetings.

(j)Majority vote and two-thirds vote mean votes of the holders of shares or members entitled to exercise, respectively, a majority and two-thirds (2/3) of the voting power at a shareholders' or members' meeting.

(k)Directors includes persons designated in the articles as such and persons designated, elected or appointed by any other name or title to act as directors and their successors.

(l)Directors, when used in relation to any power or duty requiring collective action shall be construed to mean board of directors.

(m)Mortgage includes any instrument to secure a debt, or any pledge or form of security.

(n)Shares or shares of stock shall be construed to include membership in nonstock corporation where the context so requires.

(o)Investment Company refers to any domestic corporation whose purpose includes or which does engage in the following activity:

(1)Investing, reinvesting or trading in or the acquisition or ownership of securities or other property from which any gross fixed or determinable annual or periodic gains, profits and income shall be treated as income from sources without Guam in accordance with the provisions of § 862 or § 863 of the Guam Income Tax Law as its primary activity or engaging in the conduct of business as an investment company and defined in any law of the United States or of Guam (unless provision is made in its articles of incorporation that majority ownership must be held at all times beneficially and of record by individual residents of Guam).

(p)International Finance Company refers to any domestic corporation whose purpose includes or which does engage in the following activity: COL 3/18/2024 GCA 18 BUSINESS STRUCTURE AND FUNCTION CH. 1 PRELIMINARY PROVISIONS

(1)Deriving 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 which either:

(A)has outstanding obligations with an original maturity date of longer than one

(1)year in a principal amount greater than its capital;

(B)which holds, as assets, obligations of any one debtor (including, for this purpose, obligations of all other entities which are under common control with a debtor) equal to an amount greater than such company's capital; or

(C)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.

(q)FSC refers to any domestic corporation which is also a FSC as defined in § 922(a) of the Internal Revenue Code as the same may be amended from time to time.