General Provisions

YSC, Title 23. Corporations, Partnerships & Associations

Chapter 1: General Provisions

§101. Short title.

§102. Purpose.

§103. Scope and application; exception.

§104. Applicable law.

§105. Enjoinder of violations.

§106. Ownership of land.

§107. Supersede other laws and regulations.

§108. Severability.

§101. Short title.

This division shall be known and may be cited as the "Corporations and Partnerships Act".

Source: YSL 2-51 §1, modified.

§102. Purpose.

The purpose of this division is to provide for the creation and organization of corporations and partnerships in the State of Yap, and the regulation thereof, to encourage economic development, yet at the same time protect the interests of investors and creditors, and the welfare of the people of the State of Yap.

Source: YSL 2-51 §2, modified.

§103. Scope and application; exception.

(a) The provisions of this division, and the regulations promulgated hereunder, shall apply to all corporations for profit, non-profit corporations, general partnerships, limited partnerships, foreign corporations of any kind, and foreign partnerships of any kind, desiring to organize in or do business in the State of Yap. Any such organization not in compliance with these regulations shall not be eligible for a business license in the State of Yap, and shall be subject to all liabilities and penalties herein provided.

(b) Any organization within the scope of this division, as defined above, which was duly formed and recognized under the law and which operated in the State of Yap prior to and on the effective date of this division, shall continue to exist and shall not be rendered invalid or otherwise affected by this division or regulations promulgated thereunder; provided that within ninety days of the effective date of this division, all such organizations shall properly file with the Registrar of Corporations any registration statements, certificates, records, and any other documents required of like organizations. For good cause shown, the Registrar may extend the time allowed.

Source: YSL 2-51 §3, modified.

Cross-reference: The statutory provisions of the Yap State Business License Act are found in chapter 2 of Title 22 (Business and Professions) of this Code.

Commission Comment: YSL 2-51 was signed into law on October 28, 1988.

§104. Applicable law.

In any case not provided for in this division the common law rules of law and equity shall govern. No law shall be applied which is inconsistent with custom and tradition.

Source: YSL 2-51 §10, modified.

Cross-reference: The constitutional provisions on Traditional Leaders and Traditions is found in Yap Const., Art. III. The statutory provisions on Traditional Leaders and Traditions is found in Title 5 of this Code.

§105. Enjoinder of violations.

Violations of the provisions of this division or regulations promulgated hereunder are hereby declared to be enjoinable, and the Attorney General of the State of Yap shall have the power to seek appropriate relief from such violations or from such other corporate practices in violation of the law of the State of Yap or contrary to the public interest.

Source: YSL 2-51 §9, modified.

Cross-reference: The statutory provision designating the composition and responsibilities of the Office of the Attorney General is found in section 128 of Title 3 (Executive) of this Code.

§106. Ownership of land.

No corporation or partnership not wholly owned by citizens of the Federated States of Micronesia may acquire title to land in the State of Yap.

Source: YSL 2-51 §11.

Cross-reference: Article XIII, Section 2 of the Constitution of the State of Yap states:

"An agreement for the use of land where a party is not a citizen of the Federated States of Micronesia or a corporation not wholly owned by such citizens shall not exceed a term of fifty years. The Legislature may prescribe a lesser term".

§107. Supersede other laws and regulations.

This division and the regulations promulgated hereunder shall supersede in their entirety any other laws which may be applicable to the State of Yap relating to the creation, organization and regulation of corporations and partnerships.

Source: YSL 2-51 §116, modified.

§108. Severability.

If any provision of this division, or amendments thereto, or the regulations promulgated pursuant thereto, or the application thereof to any person, thing, or circumstances is held invalid, the invalidity does not affect other provisions or applications of this division, or amendments thereto, or the regulations promulgated pursuant thereto, that can be given effect without the invalid provision or application, and to this end the provisions of this division, amendments thereto, or the regulations promulgated pursuant thereto, are severable.

Source: YSL 2-51 §117, modified.

	YSC, Title 23. Corporations, Partnerships & Associations
	Chapter 1: General Provisions §101. Short title. §102. Purpose. §103. Scope and application; exception. §104. Applicable law. §105. Enjoinder of violations. §106. Ownership of land. §107. Supersede other laws and regulations. §108. Severability. §101. Short title. This division shall be known and may be cited as the "Corporations and Partnerships Act". Source: YSL 2-51 §1, modified. §102. Purpose. The purpose of this division is to provide for the creation and organization of corporations and partnerships in the State of Yap, and the regulation thereof, to encourage economic development, yet at the same time protect the interests of investors and creditors, and the welfare of the people of the State of Yap. Source: YSL 2-51 §2, modified. §103. Scope and application; exception. (a) The provisions of this division, and the regulations promulgated hereunder, shall apply to all corporations for profit, non-profit corporations, general partnerships, limited partnerships, foreign corporations of any kind, and foreign partnerships of any kind, desiring to organize in or do business in the State of Yap. Any such organization not in compliance with these regulations shall not be eligible for a business license in the State of Yap, and shall be subject to all liabilities and penalties herein provided. (b) Any organization within the scope of this division, as defined above, which was duly formed and recognized under the law and which operated in the State of Yap prior to and on the effective date of this division, shall continue to exist and shall not be rendered invalid or otherwise affected by this division or regulations promulgated thereunder; provided that within ninety days of the effective date of this division, all such organizations shall properly file with the Registrar of Corporations any registration statements, certificates, records, and any other documents required of like organizations. For good cause shown, the Registrar may extend the time allowed. Source: YSL 2-51 §3, modified. Cross-reference: The statutory provisions of the Yap State Business License Act are found in chapter 2 of Title 22 (Business and Professions) of this Code. Commission Comment: YSL 2-51 was signed into law on October 28, 1988. §104. Applicable law. In any case not provided for in this division the common law rules of law and equity shall govern. No law shall be applied which is inconsistent with custom and tradition. Source: YSL 2-51 §10, modified. Cross-reference: The constitutional provisions on Traditional Leaders and Traditions is found in Yap Const., Art. III. The statutory provisions on Traditional Leaders and Traditions is found in Title 5 of this Code. §105. Enjoinder of violations. Violations of the provisions of this division or regulations promulgated hereunder are hereby declared to be enjoinable, and the Attorney General of the State of Yap shall have the power to seek appropriate relief from such violations or from such other corporate practices in violation of the law of the State of Yap or contrary to the public interest. Source: YSL 2-51 §9, modified. Cross-reference: The statutory provision designating the composition and responsibilities of the Office of the Attorney General is found in section 128 of Title 3 (Executive) of this Code. §106. Ownership of land. No corporation or partnership not wholly owned by citizens of the Federated States of Micronesia may acquire title to land in the State of Yap. Source: YSL 2-51 §11. Cross-reference: Article XIII, Section 2 of the Constitution of the State of Yap states: "An agreement for the use of land where a party is not a citizen of the Federated States of Micronesia or a corporation not wholly owned by such citizens shall not exceed a term of fifty years. The Legislature may prescribe a lesser term". §107. Supersede other laws and regulations. This division and the regulations promulgated hereunder shall supersede in their entirety any other laws which may be applicable to the State of Yap relating to the creation, organization and regulation of corporations and partnerships. Source: YSL 2-51 §116, modified. §108. Severability. If any provision of this division, or amendments thereto, or the regulations promulgated pursuant thereto, or the application thereof to any person, thing, or circumstances is held invalid, the invalidity does not affect other provisions or applications of this division, or amendments thereto, or the regulations promulgated pursuant thereto, that can be given effect without the invalid provision or application, and to this end the provisions of this division, amendments thereto, or the regulations promulgated pursuant thereto, are severable. Source: YSL 2-51 §117, modified.