How To Start A Guam Corporation
STEPS ON HOW TO START A CORPORATION IN GUAM
STEP 1: CHOOSING A NAME
The exact name requirements are found in Title 18, § 28401, of Guam Code, entitled “Corporate Name.” All corporate names must contain the word: corporation, incorporated, company, limited, or the abbreviation co, corp., Inc., or ltd. If the word “Company” or the abbreviation “Co.” is used, it cannot be preceded by the word “and” or the symbol “&.” The name of your corporation cannot be misleading to the public and shall not contain any words or phrasing that states or implies that your corporation is formed for any reason other than what is permitted by its articles of incorporation as well as all applicable laws of Guam. The corporate name cannot be the same as, or deceptively similar to:
- The corporate name of a corporation which was incorporated or authorized to transact business on Guam
- A name which is revised under § 2110.1 or registered under § 2110.2 of Guam code
- The fictitious name that is adopted by a foreign corporation that has been authorized to transact business on Guam, because the real name of the foreign business is unavailable
- The corporate name of a nonprofit corporation which has been incorporated on or authorized to transact business on Guam
- The name of any partnership, limited partnership, limited liability partnership, or limited liability company (whether it be domestic or foreign) which is organized according to Guam laws or registered to transact business on Guam
If you still want to use a name which is deceptively similar to the name of another business, a corporation 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.
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: DIRECTORS, SHAREHOLDERS, AND OFFICERS
According to §28201 of the Guam Business Corporation Act, it is not required to list the names of directors and officers on your articles of incorporation, although you can if you want. According to the Guam Business Corporations Act, Division I, Part 5 of Title 19 of the Guam Code, Chapter 8: Your corporation is required to have a board of directors. The directors are not required to be residents of Guam, unless your corporation’s bylaws say so. The board of directors, according to §28803, must consist of at least one person, with the number of director(s) specified in the corporation’s bylaws. The directors are elected at the first shareholder’s meeting, and at each annual meeting thereafter. This annual meeting of shareholders must be held at a time stated in the bylaws. These meetings are not required to be held in Guam, and if no meeting place is specified in the bylaws, it will be held at the corporation’s principal office, according to §28701.
The officers required by a corporation can be found in §28819. This says that your corporation must have officers which will be elected by the board of directors. The board of directors may elect individuals to fill one or multiple offices, and an officer may appoint other officers as well if the bylaws allow. One of the officers must be assigned the task of recording meeting minutes for the directors’ and shareholders’ meetings, as well as maintaining records for the corporation. The same individual may hold one or multiple officer positions. The typical officer positions are: President, Secretary, and Treasurer. If you are a one-owner business on Guam, you can list yourself as the sole director, president, secretary, treasurer, and incorporator.
STEP 3: FILING YOUR ARTICLES
You will need to file articles of incorporation with the Director of the Department of Revenue and Taxation for your corporation. We provide a free template for Guam articles of incorporation, which must be type-written or printed (§28103, Guam Business Corporation Act), and the fee for filing your articles is $100 (pursuant to §28105 of the Guam Business Corporation Act, subsection 1). According to the Guam Business Corporations Act, Division I, Part 5 of Title 18 of the Guam Code, Chapter 2, §28202, here’s the minimum language the articles need to set forth:
- A corporate name for the corporation that satisfies the requirements of §28401 (mentioned previously above in Step 1)
- 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 will need to register your registered agent with the Director of the Department of Revenue and Taxation anyway, and will also need to list your registered agent when applying for a business license, so you will need one eventually. If listing the registered agent, the registered agent must sign the articles (registered agent consent).
According to §28201, one (or more, if necessary) person(s) may act as incorporators of a corporation by delivering the articles of incorporation to the Director of Revenue and Taxation for filing. Here is their contact information:
P.O. Box 23607
GMF, Guam 96921
1240 Army Drive
Barrigada, Guam 96913
STEP 4: ORGANIZATION AND BYLAWS
Pursuant to §28203(2) of the Guam Business Corporation Act, if initial directors are named in the articles of incorporation, the initial director must hold an organizational meeting at a call of a majority of the directors. At this meeting officers will be appointed, the bylaws will be adopted, and any other business brought before the meeting will be taken care of. If initial directors are not named in the articles of incorporation, the incorporator(s) must hold the organizational meeting at the call of a majority of the incorporators, and they will elect directors to complete the organization of the corporation. This meeting is not required to be held on Guam. §28204 states that the incorporators or board of directors of your corporation need to draft and adopt initial bylaws for the corporation. These bylaws may contain directions for how the business is to be managed and regulated, and must be consistent with Guam law as well as your corporation’s articles. The same person may hold multiple positions within a corporation, according to §28819. So if you are the incorporator, you can in turn elect yourself as director, as well as treasurer, secretary, etc.
STEP 5: GET A GUAM GENERAL BUSINESS LICENSE
Those who wish to start a corporation and run a business need to 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). This is generally done at Guam’s One Stop Licensing Center. They will process your business license in one day for most corporations with the exception of businesses seeking these professional service licenses: health, cosmetology, contractor, attorney, certified public accountant, insurance, real estate, securities, engineer, architect, and surveyor licenses. 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 corporation:
- 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
- You can also call them at 671-646-3259 from 8 AM to 5 PM Monday through Friday.
- 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 corporation (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 (a passport number will also suffice), 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 corporation. It is due between the 1st and the 20th of each month. You will pay it to the Department of Revenue and Taxation.
Corporations that offer these professional services will need to obtain a professional business license: health, cosmetology, contractor, attorney, certified public accountant, insurance, real estate, securities, engineer, architect, and surveying. These professionals are subject to rules and regulations of the applicable regulating agency or board according to your profession and which service you will be providing.
STEP 6: GUAM MANAGING AGENT / GUAM REGISTERED AGENT
If you are incorporating in Guam, you will file your registered agent with the Director of Revenue and taxation of Guam, as stated in §28501 of Guam Business Corporation Act. The registered agent must be a natural person, who resides at a Guam address. According to §28110(O) of the Business Corporation Act, the term “person” includes an individual as well as an entity. This person will accept delivery of service of process against your corporation. Your corporation shall file any change of registered agent address with the Director of the Department of Revenue and Taxation. You may also revoke the power of your registered agent by filing with the Director of Revenue and Taxation. If you do not designate a registered agent with the Director of Revenue and Taxation, or if service of process cannot be delivered to you, then it will be delivered to the Director, and he will send it to the address of your principal office given on your articles of incorporation. After this happens, you will have thirty days to answer to a complaint. It’s important to hire a third party Guam Managing Agent or Guam Registered Agent to keep an accurate address on record for important legal documents to be delivered to.
STEP 7: BUSINESS PRIVILEGE TAX REQUIREMENTS
According to § 26201, Article 2, Chapter 26 of Title 11, of the Guam Code Annotated, corporations are required to pay a monthly business privilege tax according on their gross receipts. You’ll need to file the Gross Receipts Tax (GRT) according to your gross receipts for your corporation on a monthly basis. It is due between the 1st and the 20th of each month. You will pay it to the Department of Revenue and Taxation. It can be filed electronically with the Department of Revenue and Taxation’s website, http://www.guamtax.com. The GRT forms for those who file manually are divided into three separate forms as well as a schedule for exemption. Form 1 is the Monthly Gross Receipts, Use, and Occupancy Tax Return, Form 2 is the Monthly Liquid Fuel Tax and Automotive Surcharges Return, and Form 3 is Monthly Tobacco and Alcoholic Beverages Tax Return. Just submit the form or forms that apply to your type of business activity. Your GRT account number will need to be included on these forms. You will receive that number when you apply for your business license, and it will be on the top of your business license. This number can be a minimum of one digit, and a maximum of 9 digits long. The tax rate for the gross receipts tax is 4%.
STEP 8: ONGOING – FILE THE SWORN ANNUAL REPORT
According to Title 18, entitled “Business Structure and Function,” of Chapter 4, Article 3, §4304 of Guam Code (“Annual Report of Domestic and Foreign Corporations”), it is stated that each domestic and foreign corporation authorized to transact business on Guam shall file a 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 corporation is required by law to have a registered agent and registered office on Guam, so include the street address of its registered office of the corporation on Guam, and the name of its registered agent on Guam at that address.
- 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 on 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
The information in the annual report must be as current as the date the annual report is filed on behalf of the corporation. The first annual report needs to be delivered to Director of the Department of Revenue and Taxation between July 1 and September 1 of the year following the calendar year in which the corporation was incorporated, unless another date is specified by the director. Subsequent annual reports will be delivered to the Director of the Department of Revenue and Taxation between July 1 and September 1 of every year. If your corporation fails to properly file its annual report within sixty days after the due date, there will be a $50 late fee which will be paid in addition to the regular $100 annual report fee (a nonprofit annual report only costs $10 to file), if the report is received by the Director of the Department of Revenue and Taxation prior to revocation, and the corporation shall be subject to dissolution or cancellation of its certificate of authority to transact business.
Many Guamanians choose the Guam corporation over the Guam LLC because of the filing fees. A Guam corporation is only $100 whereas the Guam LLC is $250.
Business license application:
Certificate of Transacting Business Under a Fictitious Name: