Grounds for Judicial Dissolution

The Superior Court of Guam may dissolve a corporation:

(a)in a proceeding by the attorney general if it is established that:

(1)the corporation obtained its articles of incorporation through fraud; or

(2)the corporation has continued to exceed or abuse the authority conferred upon it by law;

(b)in a proceeding by a shareholder if it is established that:

(1)the directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock;

(2)the directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(3)the shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired; or

(4)the corporate assets are being misapplied or wasted;

(c)in a proceeding by a creditor if it is established that:

(1)the creditor’s claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(2)the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent; or COL372014 CH. 28 GUAM BUSINESS CORPORATION ACT

(d)in a proceeding by the corporation to have its voluntary dissolution continued under court supervision.