Annual Report of Domestic and Foreign Corporations

COL021307 CH. 4 CORPORATE POWERS

(a)Each domestic corporation and each foreign corporation authorized to transact business on Guam shall deliver to the Director of the Department of Revenue and Taxation for filing a sworn annual report that sets forth:

(1)the name of the corporation and the state or country under whose law it is incorporated;

(2)the date of incorporation or, if a foreign corporation, the date on which it was authorized to transact business on Guam; (3)I where the corporation is required by law to have a registered office and registered agent on Guam, the street address of its registered office of the corporation on Guam, and the name of its registered agent on Guam at that address;

(4)the address of its principal office;

(5)the names and business addresses of the corporation directors and principal officers;

(6)a brief statement of the character of the business in which the corporation is actually transacted on Guam;

(7)the aggregate number of shares which the corporation has authority to issue, itemized by class, par value of shares, shares without par value, and series, if any, within each class;

(8)the aggregate number of issued and outstanding shares, itemized by class, par value of shares, shares without par value, and series, if any, within each class;

(9)if the domestic or foreign corporation has less than fifteen

(15)shareholders, for each shareholder state the name, citizenship, and the number and class or series of shares held.

(b)The information contained in the annual report shall be current as of the date the annual report is executed on behalf of the corporation.

(c)The first annual report must be delivered to the Director of the Department of Revenue and Taxation between July 1 and September 1, or such other date as the Director of the Department of Revenue and Taxation may specify by rules or regulations, of the year following the calendar year in which a domestic corporation was incorporated, or a foreign corporation was authorized to transact business on Guam. Subsequent annual reports COL021307 CH. 4 CORPORATE POWERS must be delivered to the Director of the Department of Revenue and Taxation between July 1 and September 1, or such other date as the Director of the Department of Revenue and Taxation may specify by rules or regulations, of the following calendar years.

(d)If an annual report does not contain the information required by this Section, the Director of the Department of Revenue and Taxation shall notify the reporting corporation in writing, and return the report to it for correction. If the report is corrected to contain the information required by this Section and delivered to the Director within thirty

(30)days after the effective date of notice, it shall be deemed to be timely filed.

(e)A corporation may deliver to the office for filing an amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary. This Subsection applies only to a change that is not required to be made by an amendment to the Articles of Incorporation. The amendment to the annual report must set forth:

(1)the name of the corporation, as shown on the records of the Department of Revenue and Taxation; and

(2)the information as changed.

(f)Any corporation failing to file an annual report that complies with the requirements of this Section, within sixty

(60)days after it is due, shall pay, in addition to the regular annual report fee, the sum of Fifty Dollars ($50.00), providing the report is received by the Director of the Department of Revenue and Taxation prior to revocation as provided in this Title, and shall be subject to dissolution or cancellation of its certificate of authority to transact business as provided in this Chapter.

(g)The filing fee for an annual report shall be One Hundred Dollars ($100.00), with the exception of nonprofit corporations. The filing fee for an annual report for nonprofit corporations shall be Ten Dollars ($10.00).

(h)Any corporation which is required to file or provide an annual report with another government agency or regulating body may satisfy the annual report required by this Section by filing the same report with the Director of the Department of Revenue and Taxation; provided, the Director of the Department of Revenue and Taxation has determined in writing that COL021307 CH. 4 CORPORATE POWERS the report contains the same or substantially similar information pursuant to this Section.