Effect of Failure to Obtain Certificate of Authority

(a)A foreign limited liability company transacting business in Guam may not maintain an action, or proceeding in Guam, unless it has a certificate of authority to transact business in Guam.

(b)The failure of a foreign limited liability company to have a certificate of authority to transact business in Guam does not impair the validity of a contract, or act of the company, or prevent the foreign limited liability company from defending an action; or proceeding in Guam.

(c)Limitations on personal liability of managers, members, and their transferees are not waived solely by transacting business in Guam without a certificate of authority.

(d)If a foreign limited liability company transacts business in Guam without a certificate of authority, it appoints the Department of Revenue and Taxation as its agent for service of process for claims of relief arising out of the transaction of business in Guam. ---------- COL070307 CH. 7 FOREIGN CORPORATIONS COL070307