How to Start an LLC in Guam
To start a Guam LLC, you need to file Articles of Organization with the Department of Revenue and Taxation. This is a good idea if you want your business to have personal liability protection, flexible management options, and pass-through taxation.
Currently, we don’t provide business filing services in Guam, but our comprehensive guide below walks you through the entire process, from naming your business to filing your sworn annual report.
Ready to file? Check out our free template for creating your Guam LLC Articles of Organization.
1. Name Your LLC
The first step to starting your business is naming your business. According to Guam Code Title 18, Ch 15 § 15106, your LLC name needs to:
- Contain limited liability company, limited company, or the abbreviation L.C., or L.L.C.
- Be unique among registered businesses in Guam.
Unfortunately, there’s no online business name search tool. So, to make sure your desired business name is reserved prior to filing your Articles of Organization, you’ll have to call the General Licensing and Registration Branch of the Department of Revenue and Taxation.
Tip: Another option is to submit a Name Reservation Application. The upside is that if your application is approved, it means that the name is available. The downside is it costs $25 to file and could be denied if the name isn’t available.
2. Register Your Domain Name
After confirming your business name is available, it’s a good idea to check that your desired domain name is available, too. Your domain name is your website’s address. For example, ours is northwestregisteredagent.com. Having a domain name that matches or compliments your business name can help your business website seem more professional and trustworthy.
Plus, once you have your domain name, you can get a business email address. This looks more professional and lets you keep your personal email address private.
Tip: When you hire Northwest to form your business, you get a custom domain free for a year.
3. File Guam LLC Articles of Organization
To officially form your LLC in Guam, you will need to file Articles of Organization with the Department of Revenue and Taxation and pay the $250 registration fee. You can file your Articles of Organization by mail or in person.
Since there is no set form to file, business owners have to draft their own. We had our attorneys put together a Guam Articles of Organization template for you to use. Here’s what to include:
Your business name has to follow all Guam naming regulations. It must include limited liability company, limited company, L.L.C., or L.C.
If you want your LLC to automatically dissolve after a certain number of years, you can list that here.
This is where you tell the state what your business is actually going to do. For example: to sell handcrafted, quality leather boots.
Every business must have a registered agent available to accept service of process or lawsuits. They’ll need to forward you this legal mail ASAP. This can be an individual or a business, but they must be located in Guam during regular business hours.
This is the office where your registered agent will maintain regular business hours. It must be an actual street address in Guam.
This must be a physical street address. Typically, this is your business’s location.
Here, include the names and addresses of your members or managers, depending on the management structure of your LLC.
Here, you can include whether your LLC will be able to admit new members, and whether your LLC will be allowed to continue if one of your members dies, retires, or leaves the business for another reason.
This is the total amount of cash and property (including description and value) your members have contributed to the LLC.
Put here how much additional money or property (if any) your members will contribute to the LLC in the future, along with the date when the contribution will be made.
Any other information you want to provide, such as contact information, goes here.
The person who completes your Articles of Organization signs here.
4. Adopt an Operating Agreement
An operating agreement is a legal blueprint for how your business operates. It is not legally required by the Guam Department of Revenue and Taxation, but it is encouraged. An operating agreement can take the guess work out of running your business. This makes tricky situations, like transferring ownership, easier.
Operating agreements can include anything you want as long as it is compliant with Guam LLC law.
Tip: Our attorneys have put together a Guam operating agreement template that you can use for free.
5. Get an EIN
An Employer Identification Number (EIN) is an unique number given to businesses by the IRS. Since Guam is an unoccupied territory of the US, all Guam businesses that have employees or more than one member must get an EIN. Plus, you need an EIN if you want to open a business bank account (hint: you probably do).
You can apply with the IRS (Internal Revenue Service) to get an EIN or hire us to take care of it for you.
6. Open a Business Bank Account
A business bank account strengthens the separation of the business from its owners. This is important because that separation is what stops you from being personally liable for the business’s debts. Keeping a separate bank account also makes it easier to track finances and work with vendors.
To get a business bank account, you’ll need your EIN, operating agreement, and an LLC resolution to open a bank account.
7. Get Guam Business License
Before you can start selling things, you’ll need to get a Guam business license. This license must be renewed every year by June 30th.
You can apply for a business license by submitting a Business License Application to the License Division of the Department of Revenue and Taxation or to the One Stop Licensing Center. The annual business license fee depends on the annual gross income of your business and ranges between $100 and $1,000.
8. File Sworn Annual Report
All LLCs in Guam are required to file an annual report, called the Sworn Annual Report. The purpose of this report is to update the Department of Revenue and Taxation on your business’s contact and ownership information. There is a $100 filing fee.
You will need to file your Sworn Annual Report by September 1st each year.
9. File Your BOI Report
All businesses operating in the US or its territories can file a Beneficial Ownership Information Report (BOI). The BOI Report tells the government about the main people influencing your business (beneficial owners) and the person or people who form your business (company applicants). This information is filed on a private server with the U.S. Financial Crimes Enforcement Network (FinCEN).
You can file your BOI Report yourself or hire us to do it for you. Either way, you have 90 days from when your business is formed to get your report in. Any changes to the information you submit will need to be filed within 30 days.
*This is informational commentary, not advice. This information is intended strictly for informational purposes and does not constitute legal advice or a substitute for legal counsel. This information is not intended to create, nor does your receipt, viewing, or use of it constitute, an attorney-client relationship. More information is available in our Terms of Service.
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