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How To Start A Guam Corporation

To start a corporation in Guam, file formation paperwork with the Director of the Department of Revenue and Taxation. Currently, we do not provide business filing services for Guam businesses. Instead, we’ve put together this comprehensive guide to walk you through the process of starting a Guam corporation.

Ready to file? Check out our free template for creating your Guam Articles of Incorporation.

 

 

1. Name Your Corporation

Before you can start your business, you’ve got to name it. The exact name requirements are detailed in Title 18, § 28401 of Guam Code, entitled “Corporate Name.” Essentially, it says that all corporate names must:

  • Include an identifier, like corporation, incorporated, company, limited, or the abbreviation co, corp., Inc., or ltd.
  • Not mislead consumers about your business purpose or entity type
  • Not use words or phrases that suggests your corporation is formed for a reason that is not permitted by the Articles or the laws of Guam
  • Not be the same or deceptively similar to another incorporated or authorized Guam business name
  • Not be the same as a fictitious name adopted by a foreign corporation

If you really want to use a name that is similar to another business’ name, you can apply to the Guam Department of Revenue and Taxation for authorization to use a name that is similar or the same as the names described above. Whether or not that will be approved is up to the Guam Department of Revenue and Taxation.

Unfortunately, there is no online search tool for Guam, so you’ll have to call or email a member of the Guam Department of Revenue and Taxation. (The Director is a safe bet.) Just keep in mind the large time difference between the US and Guam. (Guam is 18 hours ahead of PST.)

You can reserve a business name in Guam by filing the Application for Reservation of Name and paying the $25 fee. This can be a corporate name or a DBA/fictitious name. Your name reservation is good for 120 days.

A fictitious business name is a registered name your business operates under that is different from the name on your Articles of Incorporation. This is sometimes called a DBA, or Doing Business As name. You might get a fictitious business name because you’re rebranding, expanding, or narrowing in scope.

Learn how to get a Guam DBA.

2. Designate a Registered Agent

If you are incorporating in Guam, you will file your registered agent with the Director of Revenue and Taxation as stated in §28501 of Guam Business Corporation Act.

Your registered agent must be:

  • A natural person (can be an individual or a business entity) residing at a Guam address
  • Available during regular business hours
  • Able to deliver service of process and legal notices to you in a timely manner

If you do not have an updated registered agent on your Articles of Incorporation, the service of process (or lawsuit) will be delivered to the Director of the Department of Revenue and Taxation, who will then forward the legal notice to your principal office address. You’ll have thirty days to answer the complaint.

This is why many people choose to hire a third party registered agent service.

A registered agent accepts legal notices on behalf of the business. So if your business gets sued, the registered agent is the person who will be served the papers.

Yes. As long as you’re comfortable having your personal name and address on the public record, you can be your own registered agent. Just remember, you need to be available during all regular business hours to accept the legal notice.

Yes! You can change your registered agent in Guam by filing paperwork with the Director of the Department of Revenue and Taxation.

3. Submit Articles of Incorporation

You will need to file Articles of Incorporation with the Director of the Department of Revenue and Taxation for your corporation. This is the paperwork that formally incorporates your business. There is also a $100 filing fee for your Guam Articles of Incorporation.

Your articles must include:

  • A corporate name that satisfies the legal requirements
  • The number of shares the corporation is authorized to issue
  • The corporation’s initial place of business
  • The name and address of each incorporator

Although it is not required by Guam code, you might want to include the name and address of your registered agent on your articles. You have to submit your registered agent info to the Director of the Department of Revenue and Taxation and list your registered agent when applying for a business license anyway, so you will need one eventually. If listing the registered agent, the registered agent must sign the articles (registered agent consent).

You can use our free template for the Guam Articles of Incorporation. In it, we’ve detailed all the information you’ll need to submit. You must have the paperwork type-written and printed when you file it.

The only way to keep your personal information off the public record is to have someone else file your formation paperwork for you and have someone else act as your registered agent. Both registered agent and incorporator information must be public record, so you’ll need to outsource both tasks to stay private.

According to §28201, you can submit your paperwork by delivering the the Articles of Incorporation to the Director of Revenue and Taxation for filing. Whoever delivers the Articles are the incorporators.

You can file by mail or in person:

Mailing address:
P.O. Box 23607
GMF, Guam 96921

Physical address:
1240 Army Drive
Barrigada, Guam 96913

Phone:
671-635-1835

4. Get an EIN

An EIN (Employer Identification Number) is an unique number that businesses use to file taxes with the IRS. Since Guam is an unoccupied territory of the US, most people conducting business in Guam are required to file with the IRS.

EINs are completely free. You must get an EIN if you have more than one member, hire employees, or are taxed as a c-corp.

Learn How to get an EIN for your LLC.

5. File the Beneficial Ownership Information Report

Most US corporations are required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). On this report, you’ll need to provide some information about your corporation, its beneficial owners, and the company applicants.

  • Beneficial Owner: Anyone with at least 25% ownership stake in your company. This also includes anyone with significant control over company operations, such as your CEO, CFO, or General Counsel.
  • Company Applicant: The individual who filed your Articles of Incorporation with the Director of the Department of Revenue and Taxation. This is also called an incorporator. (Note: Corporations formed prior to 2024 don’t need to include company applicant information.)

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

The deadline for your first BOI Report will depend on when you incorporated. If your company was formed before 2024, you need to file by January 1, 2025. If the company was formed in 2024, you must file within 90 days of incorporation. If it was formed in 2025 or later, you must file within 30 days of incorporation.

Yes. If the information you submitted changes, you’ll need to file an updated report within 30 days. You can file your updated report for free through FinCEN’s E-filing system.

Yes, there are 23 classes of exemption from the BOI Report, including large operating companies and tax-exempt entities.

6. Write Corporate Bylaws

Corporate Bylaws are like a guidebook to your business. It can cover important things, like who will run the business in an emergency, and seemingly benign things, like how meeting minutes will be recorded. Basically, corporate bylaws just go through how your business will be managed.

Not sure where to start? Northwest has Guam Corporate Bylaws template free for you to use!

Yes, Guam requires corporate bylaws to be adopted. The bylaws can include pretty much anything you want, as long as adheres to your Articles and Guam law.

Corporate bylaws can include anything from how to handle disputes to how to change leadership. Topics to cover include:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

7. Hold an Organizational Meeting

An organizational meeting is exactly what it sounds like: a meeting for you to organize. This might look like appointing officers and adopting bylaws, or it might be other business that the directors think needs reviewing.

If the initial directors are named in the Articles of Organization, then the initial director must hold an organizational meeting at the call of a majority of the directors.

If no directors are named, then the incorporator will hold the organizational meeting at the call of the majority of incorporators. Then the incorporators will elect directors.

Your organizational meeting does not have to occur in Guam.

8. Open a Corporate Bank Account

If you mix your finances with your business’ finances, you risk losing your liability protection. Having a separate bank account strengthens your liability protection. A business bank account is crucial to accepting payments, paying bills, and holding funds.

Every bank is different, but generally speaking, you’ll need to supply:

9. Get a Guam Business License

The Department of Revenue and Taxation requires all corporations to obtain a general business license from the General Licensing and Registration Branch. This must be done before you conduct business.

If you have more than one business location, you will need to get a separate general business license for each location.

To get your Guam business license, file Form BL091 New Business License Application.

Your business license will either be:

  • 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.

Fees and response time differ based on which category of business license you’re applying for.

You’ll need to turn your application into the One Stop Licensing Center, which is located at:

542 N. Marine Drive
Tamuning, Guam 96913

Learn more about how to get a Guam business license.

10. File Guam Reports & Taxes

Once you start your business, you’ll be on the hook for filing reports and taxes. In Guam, there are a few to keep in mind.

Business Privilege Tax

Your Business Privilege Tax is a monthly tax on your gross receipts. It is also called the Gross Receipts Tax (GRT). It is due between the 1st and the 20th of each moth. The tax rate is 4% of your gross receipts. So if you make $10,000 in sales, you’ll pay $400 that month.

Make sure to include your GRT account number, which is assigned to you when you get your business license. You’ll pay your business privilege tax to the Department of Revenue and Taxation. You can file your Guam GRT online.

Sworn Annual Report

Every domestic and foreign corporation transacting business in Guam needs to file the Sworn Annual Report to the Director of the Department of Revenue and Taxation. This report must state the following:

  • The name of the corporation
  • The date of incorporation
  • The name and address of the corporation’s registered agent
  • The address of the principal office
  • The names and business addresses of the corporation’s directors and principal officers
  • A brief statement of the character of the business transacted by the corporation in Guam
  • The aggregate number of shares that the corporation is authorized to issue, itemized by class, par value of shares, shares without par value, and series, if any within each class
  • If the corporation has less than fifteen shareholder, for each shareholder state the name, citizenship, and the number and class of series of shares held

You’ll file your first report between July 1 and September 1 in the calendar year after your business was incorporated. For example, if your business was formed in October 2020, your first report will be due between July and September 2021. But if your business was formed in January 2021, you won’t file till between July and September 2022.

After that, your report is due every year between July and September.

For-profit corporations pay $100 and non-profit corporations pay $10.

If you fail to file your annual report within 60 days, you’ll have a $50 late fee and your business might be subject to dissolution or cancellation of its certificate of authority to transact business.