How to Form an LLC in Guam
INFORMATION ON STARTING YOUR OWN LLC ON THE ISLAND OF GUAM
According to Guam Code Title 18, Chapter 15, §15105, a limited liability company on Guam may be organized by one or more people. They will do this by executing, acknowledging, and delivering articles of organization to the Department of Revenue and Taxation. Here are further, detailed steps on how you can create an LLC on the island of Guam:
STEP 1: CHOOSE A NAME
There are specific instructions you must adhere to when choosing a name of your Guam limited liability company, according to Guam Code Title 18, Chapter 15, §15106. It is stated that the name of your Guam limited liability company must include the words “limited company,” “limited liability company,” or the abbreviations “L.C.” or “L.L.C.” as the last words of the name. The name cannot be the same as or deceptively similar to the name of another LLC or foreign LLC registered to transact business on Guam.
When it comes to finding out whether or not your name is already being used, there is no online search tool or option with the government of Guam, so you will need to call them. Simply contact the director of the department of revenue and taxation and ask him whether or not the business name you have in mind has been taken. Here’s his number: 671-635-1779. His name is John. Keep in mind that there is a large time difference between the US and Guam. Guam is eighteen hours ahead of the Standard Pacific time zone.
STEP 2: OPERATING AGREEMENT
The operating agreement is what governs the running of your LLC, and dictates which decisions should be made by whom, and how and when they are made. An operating agreement can dictate member’s financial and managerial rights, duties, and other aspects of how the business operates. You can download our free template here if you’d like, as a guide.
STEP 3: OBTAIN A GUAM MANAGING AGENT/REGISTERED AGENT
According to Guam Code Title 18, Chapter 15, §15111, A Guam limited liability company needs to continuously maintain a registered agent in Guam. The registered agent is the person who is officially designated to accept service of process and other legal documents on behalf of your company. They must have a physical Guam address as well as keep normal business hours. A registered office must be kept, and it may be the same as your place of business, but that is not necessary. A registered agent may be an individual resident of Guam whose business office is identical with the registered office, or it may be a domestic corporation with either the same or a different business office, or finally your registered agent can be a foreign corporation which has been authorized to transact business on Guam and has a business office identical with the registered office.
The appointed registered agent must file a statement in writing that accepts the appointment as registered agent simultaneously with being designated, unless the agent signed the document making the appointment (Guam Code Title 18, Chapter 15, §15111, (b)).
STEP 4: FILE ARTICLES OF ORGANIZATION
You will need to file articles of organization with the Guam Department of Revenue and Taxation in order to register your LLC with them. We provide a template for articles of organization that you may download and use to form your LLC, free of charge. According to GCA Title 18, Chapter 15, §15107, your Guam LLC’s articles of organization must include the following:
- The name of your LLC
- Unless the articles of organization say otherwise, the LLC will have a perpetual duration and succession in its name for the period of the duration.
- The purpose of the LLC
- The address of the company’s place of business on Guam as well as the name and address of the initial registered agent in Guam.
- The total amount of cash and a description and agreed value of property other than cash that has been contributed to the LLC.
- The total additional contributions, if any, agreed to be made by members and the times when they will be made.
- If given, the right of the remaining members of the limited liability company to continue business in the case of death, retirement, resignation, expulsion, bankruptcy, or dissolution of a member or the occurrence of any other event which terminated the continued membership of a member in the LLC.
- If the LLC is managed by a manager or managers, include a statement that the company is to be managed by a manager and the names and addresses of the manager or managers who will serve until their successors are elected and qualify.
- If the management is reserved to the members, the names and addresses of the members should be included.
- Include any other provisions which are consistent with Guam law.
According to §15108, the articles of organization need to be delivered to the Department of Revenue and Taxation along with a $1000 filing fee, and if he finds the articles are in order, they will be filed and the Director will then issue you a Certificate of Organization and your LLC will officially be organized. The Director of the Department of Revenue and Taxation can be contacted here.
P.O. Box 23607
GMF, Guam 96921
1240 Army Drive
Barrigada, Guam 96913
STEP 5: GET A GUAM BUSINESS LICENSE
A Guam LLC must obtain a general business license from the Department of Revenue and Taxation’s General Licensing and Registration Branch before they engage in business activities, and if you will have more than one business location, then each location must obtain its own separate license (one license does not work for all locations). You can learn more about the Guam business license process here.
You will get your business license at Guam’s One Stop Licensing Center. They will process your business license in one day for most LLCs. Your license will be issued to you after all clearances are complete and you have paid your fees. The fees are made payable to the Treasurer of Guam, and the fee amount varies depending on what category of business license you get. There is no citizenship requirement for those wishing to obtain a business license.
There are different categories of business licenses, so choose the one that applies to your business:
- Wholesale: The sale of tangible goods for resale by a licensed retailer.
- Retail: The sale of tangible goods to the ultimate consumer or end user.
- Service: Performing or providing a service for others
- Other: Banking, Home Industry, Hand Manufacture, Coin Vending, etc.
Here is how you obtain your business license:
- First, go into the One Stop Licensing Center, which is located at:
- 542 N. Marine Drive,
Tamuning, Guam 96913
- 542 N. Marine Drive,
- You can also call them at (671) 646-3259 from 8 AM to 5 PM Monday through Friday if you have any questions.
- Provide the required documents, which are your Business License Application (print three), a character questionnaire (attached to the business license application), a Certificate of Transacting Business Under a Fictitious Name if applicable to your business (this is not necessary if you’re not using a fictitious name), and your registration with the Department of Revenue and Taxation. You will also need to make sure you have your social security number OR a passport number, a legal description of your business location, indicate the type of firm (you will need to refer to the Firm Classification information on our Guam Business License page), as well as your type of business activity.
- You will then receive an explanation of the Guam Business Privilege Tax filing (also referred to as the Gross Receipts Tax, or GRT) and a Gross Receipts Tax Number. You’ll need to file the GRT according to your monthly gross receipts for your business. It is due between the 1st and the 20th of each month. You will pay it to the Department of Revenue and Taxation.
Because of required government clearances, there are no online options for getting your license. Clearances depend on what type of business you’re doing. You can form an LLC without being on Guam; however the business license must be obtained in person at the One Stop Center. Your registered agent can go in and get your business license for you. Whoever gets your business license has to be associated with your business, and must have all of the information required, and the application must be signed by someone who is authorized to sign on behalf of your business.
The two main government clearances you must receive are from Public Works (to verify the location of your business) and Land Management. The Department of Land Management makes sure that your business location is in compliance with Guam zoning laws for businesses. The Department of Public Works ensures that the building in which your LLCs resides meets Guam building code requirements for health and safety.
You must seek these clearances even if you don’t have a physical storefront for your LLC. They verify your residence and street address, even if you have an online business.
STEP 6: INITIAL AND ONGOING ANNUAL REPORTS
According to Guam Code Title 18, Chapter 15, §15138, All domestic and foreign LLCs on Guam must file a Sworn Annual Report each year with the Guam Director of Revenue and Taxation. You can learn more and download a Sworn Annual Report template here. This report must put forth this information:
- The name of your LLC (if foreign, then under whose laws it is organized)
- The date of organization (if foreign, then the date on which it was authorized to transact business on Guam)
- The address of the principal office of your LLC
- If the LLC is managed by members, then the names and addresses of all members
- If the LLC is run by one or more managers, then the names and addresses of all managers
- A brief statement of the nature of the business conducted by the LLC on Guam
The information must be as current as possible. The first annual report should be delivered, along with the $100 filing fee, to the Director of the Guam Department of Revenue and Taxation between July 1 and September 1 of the year following the calendar year in which the LLC was organized (or, if a foreign LLC, when it was authorized to transact business on Guam). From then on out, subsequent Sworn Annual Reports must be delivered to the director of the department of revenue and taxation between July 1 and September 1 every year. If your annual report does not contain the correct information, it will be sent back to you to correct. You will have thirty days to fix it and send it back. If you to file the report within 60 days of the due date, then your LLC will be subject to a $50 fee in addition to the regular reporting fee. If you fail to file a report, your LLC will be subject to dissolution or cancellation of your certificate of authority to transact business on Guam.
If applicable to your LLC, there are monthly returns due on or before the twentieth of each month in which the taxes have accrued. These returns are filed with the Guam Tax Commissioner. The tax year is a calendar year (according to Title 11, Chapter 26, §26110).
- Business Privilege Tax – This is due monthly with the Guam Tax Commissioner, and this tax return will summarize the tax due and shall be filed no later than the 20th of the following month at authorized banks, financial institutions, or at designated offices of the government of Guam. The tax rate is 4% as of April 1, 2004.
- Annual information return – Anyone engaged in any business activity on Guam which has been declared tax-exempt by the Tax Commissioner will be required to file an information return annually, no later than 90 days following the close of the business’ fiscal tax year. This information return will set forth the nature of the business, the tax exemption given by the Tax Commissioner, the gross income of the business, and any other information required by the Tax Commissioner.
- Erroneous returns – if there are errors on a tax return, the Tax Commissioner will assess the proper amount and notify you in writing. If the corrected assessment is less than what you paid, the Treasurer of Guam will give you a refund. If the corrected assessment is more than you paid, you will have thirty days to pay your additional tax money due.
Is there a citizenship requirement to get a Guam business license?
Can I get my Guam business license online or over the phone?
No. The only way to obtain a business license for your Guam LLC is to go directly to the One Stop Licensing Center
How long does a Guam LLC exist?
A limited liability company’s duration may not exceed thirty years from the date of filing with the Department of Revenue and Taxation.
Do I need a registered agent in Guam?
Yes, it is required to have a registered agent for your business.
Are there name requirements for a Guam LLC?
It must include the words “limited company,” “limited liability company,” or the abbreviations “L.C.” or “L.L.C.” as the last words of the name. The name cannot be the same as or deceptively similar to the name of another LLC or foreign LLC registered to transact business on Guam.
How many people are needed to organize a limited liability company on Guam?
You may have one or more people.
Will my LLC need a business license to operate on Guam?
Yes, it is required. This can be obtained at the One Stop Licensing Center.
How much does it start to cost a Guam LLC?
The filing fee for the articles of organization is $1000. There is also a $100 filing fee for your sworn annual report.