Definitions

As used in this chapter:

(a)Bankrupt means bankrupt under the federal Bankruptcy Act or insolvent under any state insolvency act.

(b)Court includes every court and judge having jurisdiction in the action. COL6/24/2021 CH. 15 LIMITED LIABILITY COMPANIES

(c)Limited Liability Company or Company means a limited liability company organized and existing under this chapter.

(d)Real Property means land and any interest or estate in land.

(e)Business means every trade and occupation or profession.

(f)Conveyance means every assignment, lease, mortgage, or encumbrance.

(g)Professional Service means any type of personal service that requires as a condition precedent to the rendering of the service the obtaining of a license, permit, registration, or other legal authorization, including but not limited to the personal service rendered by an architect, attorney-at-law, certified public accountant, dentist, doctor, physician, public accountant, surgeon, or veterinarian.

(h)Professional limited liability company means a limited liability company that is organized under this act for the sole and specific purpose of rendering professional service and that has as its members only individuals licensed or otherwise authorized within Guam to render the same professional service as the limited liability company.

(i)Transact intrastate business means to enter into repeated and successive transactions of business in Guam, other than in interstate or foreign commerce.

(1)Without excluding other activities which may not be considered to be transacting intrastate business, a foreign limited liability company shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business, or merely because of its status as any one or more of the following:

(A)A shareholder of a domestic corporation.

(B)A shareholder of a foreign corporation transacting intrastate business. COL6/24/2021 CH. 15 LIMITED LIABILITY COMPANIES

(C)A limited partner of a foreign limited partnership transacting intrastate business.

(D)A limited partner of a domestic limited partnership.

(E)A member or manager of a foreign limited liability company transacting intrastate business.

(F)A member or manager of a domestic limited liability company.

(2)Without excluding other activities which may not be considered to be transacting intrastate business, a foreign limited liability company shall not be considered to be transacting intrastate business within the meaning of this subdivision solely by reason of carrying on in Guam any one or more of the following activities:

(A)Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes.

(B)Holding meetings of its managers or members or carrying on any other activities concerning its internal affairs.

(C)Maintaining bank accounts.

(D)Maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited liability company's securities or maintaining trustees or depositories with respect to those securities.

(E)Effecting sales through independent contractors.

(F)Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance without this state before becoming binding contracts. COL6/24/2021 CH. 15 LIMITED LIABILITY COMPANIES

(G)Creating or acquiring evidences of debt or mortgages, liens, or security interests in real or personal property.

(H)Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(I)Conducting an isolated transaction that is completed within 180 days.

(3)A person shall not be deemed to be transacting intrastate business in Guammerely because of its status as a member or manager of a domestic limited liability company or a foreign limited liability company registered to transact intrastate business in Guam.

(j)Distribution means the transfer of money or property by a limited liability company to its members without consideration.

(k)Economic interest means a person's right to share in the income, gains, losses, deductions, credit, or similar items of, and to receive distributions from, the limited liability company, but does not include any other rights of a member including, without limitation, the right to vote or to participate in management, or, except as provided by this Chapter, any right to information concerning the business and affairs of the limited liability company.

(l)Membership interest means a member=s rights in the limited liability company, collectively, including the member=s economic interest, any right to vote or participate in management, and any right to information concerning the business and affairs of the limited liability company provided by this Chapter.

(m)Proxy unless otherwise provided in the operating agreement, means a written authorization signed or an electronic transmission authorized by a member or the member=s attorney in fact giving another person the power to exercise the voting rights of that member. COL6/24/2021 CH. 15 LIMITED LIABILITY COMPANIES