License and Authority to Transact Business Required

(a)A foreign corporation shall not transact business in Guam until it obtains both a business license and a certificate of authority to do so from the Director of the Department of Revenue and Taxation.

(b)Without excluding other activities which may not be considered to be transacting business, a foreign corporation shall not be considered to be transacting business merely because its subsidiary transacts business in Guam, or merely because of its status as any one

(1)or more of the following:

(1)a shareholder of a domestic corporation;

(2)a shareholder of another foreign corporation transacting business;

(3)a limited partner of a foreign limited partnership transacting business;

(4)a limited partner of a domestic limited partnership;

(5)a member or manager of a foreign limited liability company transacting business;

(6)a member or manager of a domestic limited liability company;

(7)a limited partner of a foreign limited liability partnership transacting business; or

(8)a limited partner of a domestic limited liability partnership.

(c)Without excluding other activities which may not be considered to be transacting business in Guam, a foreign corporation shall not be considered to be transacting business in Guam within the meaning of this Subdivision solely by reason of carrying on in Guam any one

(1)or more of the following activities. COL070307 CH. 7 FOREIGN CORPORATIONS The following activities, among others, do not constitute transacting business within the meaning of Subsection

(1)of this Section:

(1)maintaining, defending or settling any proceeding;

(2)holding meetings of the board of directors or shareholders, or carrying on other activities concerning internal corporate affairs;

(3)maintaining bank accounts;

(4)maintaining offices or agencies for the transfer, exchange and registration of the corporation=s own securities, or maintaining trustees or depositaries with respect to those securities;

(5)selling through independent contractors;

(6)soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside Guam before they become contracts;

(7)creating or acquiring indebtedness, mortgages and security interests in real or personal property;

(8)securing or collecting one=s own debts or enforcing mortgages and security interests in property securing one=s own debts;

(9)owning, without more, real or personal property; (10)conducting an isolated transaction that is completed within sixty

(60)days and that is not one in the course of repeated transactions of a like nature; or (11)transacting business in interstate commerce.

(d)The list of activities in this Section are not exhaustive.