Consequences of Transacting Business Without Authority

(a)No foreign corporation transacting business on Guam without a business license and a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court on Guam until it obtains both a business license and a certificate of authority to transact business on Guam.

(b)No successor to a foreign corporation that transacted business on Guam without a business license and a certificate of authority, and the assignee of a cause of action arising out of that business, shall maintain any action, suit or proceeding based upon that cause of action in any court on COL070307 CH. 7 FOREIGN CORPORATIONS Guam until the foreign corporation, or its successor or assignee obtains both a business license and a certificate of authority.

(c)The court may stay any action, suit or proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation, or its successor, requires a business license and a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation, or its successor or assignee obtains the license and certificate.

(d)A foreign corporation which transacts business on Guam without a business license and a certificate of authority shall be liable to the government of Guam for the years or parts thereof during which it transacted business on Guam without a business license and a certificate of authority, in an amount equal to all fees and taxes which would have been imposed under this Chapter upon such corporation had it duly applied for and received a business license and a certificate of authority to transact business on Guam, as required by this Chapter, and thereafter filed all reports required by this Chapter, plus a penalty of Two Hundred Dollars ($200.00) for each day that unauthorized business is transacted; and the foreign corporation, by transacting unauthorized business, shall be deemed to consent to the jurisdiction of the courts of Guam in any civil action arising on Guam in which the corporation is named a party defendant. The penalty established in this Section shall be assessed according to the number of days it is found that the corporation has been willfully transacting unauthorized business.

(e)Notwithstanding Subsections

(a)and

(b)of this Section, the failure of a foreign corporation to obtain both a business license and a certificate of authority does not impair the validity of any contract, mortgage, deed or act of such corporation, and shall not prevent such corporation from defending any action, suit or proceeding in any courts of Guam.